United States
                        Securities and Exchange Commission
                              Washington, D.C. 20549
                                    FORM 10-K
    
                Annual Report Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
                     For the fiscal year ended December 31, 1996
       
                                    LUCOR, INC.


          Florida                                      65-0195259
(State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
Incorporation or Organization)
  

790 Pershing Road
Raleigh, North Carolina                                    27608 
(Address of Principal Executive Offices)                 (Zip Code)


                                   919-828-9511
               (Registrant's telephone number, including area code)

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

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

     Class A Common Stock, $.02 par value

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 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].

The aggregate market value of the voting stock held by non-affiliates of
the Registrant, as of March 15, 1997, was $8,117,830

As of March 15, 1997, there were 2,144,733 shares of the Registrant's Class
A Common Stock, $.02 par value, outstanding and 702,155 shares of the
Registrant's Class B Common Stock, $.02 par value, outstanding.

                      Documents Incorporated by Reference

Portions of the Registrant's Proxy Statement (the "Proxy Statement") for
the Annual meeting of Stockholders to be held in May 1997 are incorporated
by reference in Parts II and III.

<PAGE> 1
                                   Lucor, Inc.
                               Index to Form 10-K
                      For the Year Ended December 31, 1996



                               PART I                                   
                                                                        Page

Item 1  - Business   . . . . . . . . . . . . . . . . . . . . . . . . . .   2

Item 2  - Properties  . . . . . . . . . . . . . . . . . . . . . . . . .    6

Item 3  - Legal Proceedings  . . . . . . . . . . .  . . . . . . . . . .    6

Item 4  - Submission of Matters to a Vote of Security-Holders . . . . .    6

                             PART II

Item 5  - Market for the Registrant's Common Equity
              and Related Stockholder Matters  . . . . . . . . . . . .     7

Item 6  - Selected Financial Data  . . . . . . . . . . . . . . . . . .     8

Item 7  - Management's Discussion and Analysis
              Financial Condition and Results of Operation . . . . . .    10

Item 8  - Financial Statements and Supplementary Data  . . . . . . . .    15

Item 9  - Changes in and Disagreements with Accountants
               or Accounting and Financial Disclosure  . . . . . . . .    37

                             PART III

Item 10 - Directors and Executive Officers of the Registrant . . . . .    38

Item 11 - Executive Compensation . . . . . . . . . . . . . . . . . . .    38

Item 12 - Security Ownership of Certain Beneficial
               Owners and Management . . . . . . . . . . . . . . . . .    38

Item 13 - Certain Relationships and Related Transactions  . . . . . .     38

                              PART IV

Item 14 - Exhibits, Financial Statement Schedules
                and Reports on Form 8-K  . . . . . . . . . . . . . . .    39

<PAGE> 2
                                     PART I

Item 1 - Business

General

     Lucor, Inc. (the "Registrant" or the "Company") is the largest
franchisee of Jiffy Lube International, Inc. ("JLI") in the United States.
These franchises consist of automotive fast oil change, fluid maintenance,
lubrication, and general preventative maintenance service centers under the
name "Jiffy Lube." As of December 31, 1996, the Company operated ninety
four service centers in six states, including twenty five service centers
in the Raleigh-Durham, North Carolina ADI (Geographic Area of Dominant
Influence defined in the Arbitron Ratings Guide for television markets),
twenty one service centers in the Cincinnati, Ohio ADI (which includes
northern Kentucky), eighteen service centers in the Pittsburgh,
Pennsylvania ADI, twelve service centers in the Dayton, Ohio area, five
service centers in the Toledo, Ohio area, seven service centers in the
Nashville, Tennessee area, and six service centers in the Lansing, Michigan
area. The operations of the service centers in each of these markets are
conducted through subsidiaries of the Company, each of which has entered
into area development and franchise agreements with JLI. Unless the context
otherwise requires, references herein to the Company or the Registrant
refer to Lucor, Inc. and its subsidiaries.

     In 1996, the Company continued its aggressive expansion program adding
twenty eight service centers in its current markets and purchasing six
service centers in the Lansing, Michigan area from Quick Lube, Inc. The
Company consolidated its operations by moving its accounting operation to
Raleigh, North Carolina and changing its principal place of business to
Raleigh. 

     In March 1995, JLI and Sears Merchandise Group ("Sears") entered into
a national agreement to open fast oil change units in Sears Auto Centers. 
During 1996 the Company developed fifteen Sears units included in the
twenty eight new service centers noted above. Since this is a new venture
between JLI and Sears, there is no historical data available to forecast
future volumes and profitability.  The Company anticipates that these Sears
locations will have lower volumes and take longer to reach a satisfactory
state of customer acceptance and profitability than normal Company non-Sears
facilities.  JLI has made a strong commitment to this Sears program,
however, this opportunity is a new venture for the Company.  The Company
believes that brand marketing will be a major determinant of the success of
this program. The Company anticipates obtaining financing for the capital
involved in the development of these Sears units with a loan from a lender.
At present, these investments are being financed from the Company's own
internal cash generation.
 
Quick Lube Industry

     In the past, the traditional provider of oil change and lubrication
services has been the corner gas station. The decline in the number of
full-service gasoline stations has reduced the number of convenient places
available to customers for performing basic mechanical and fluid
maintenance work on their automobiles. The Company believes that this trend
combined with convenience and service are significant factors in the
continuing success of quick lube centers in the marketplace.

     According to the 1996 10-K of the Pennzoil Company (the parent company
of JLI and 35% holder of Lucor, Inc. class A common stock), Jiffy Lube's
share of the oil change market grew significantly in 1996. Sales reported
to JLI from Jiffy Lube centers for the year ended December 31, 1996
increased $44.8 million, or approximately 7%, to $701.3 million, compared
to the prior year, and increased $93.9 million, or approximately 15%,
comparing 1995 with 1994. Average ticket prices for JLI increased to $35.27
for the year ended December 31, 1996, compared to $34.71 and $34.09 for the
years ended December 31, 1995 and 1994, respectively.

     On December 31, 1996, 1,380 Jiffy Lube service centers were open in
the United States. Franchisees of JLI operated 855 of the service centers
and JLI owned and operated the remaining 525 locations. (Source: Pennzoil
Company, 1996 10-K.) Of the total JLI franchised service centers, the
Company operated ninety four locations, making it the largest franchisee.

<PAGE> 3

Services

     The products and services offered by the Company are designed to
provide customers with a convenient way for preventative maintenance of
their vehicles, typically in minutes and without an appointment. The
Company's basic "Signature Service" includes changing engine oil and
filter, lubricating the chassis, checking for proper tire inflation,
washing the windows, vacuuming the interior of the car, checking and
replenishing fluids in the transmission, differential, windshield washer,
battery and power steering, and examining the air filter, lights, and
windshield wiper blades while performing a manufacturers recommended
service review. A quality inspection is then completed and a Signature
Service card is signed by a lubrication technician confirming that the
service was properly performed. The pricing of a Signature Service ranges
from $24.99 to $27.99, depending on the geographic area.

    The Company also offers several other products and services including
fuel injection system cleaning, automotive additives, manual transmission,
differential and transfer case fluid replacement, radiator coolant
replacement, tire rotation, air filter replacement, breather element
replacement, positive crankcase ventilator valve (PCV valves) replacement,
wiper blade replacement, head and light bulb replacement and auto safety
and emissions inspection services. The Company tested tire rotation and
complete transmission fluid replacement service in 1995. These services
were expanded to all service centers in 1996. The Company does not perform
any repairs on vehicles, only preventative maintenance.

     In combination with JLI, "fleet" business is arranged with large,
national and local consumers of lubrication services who may obtain such
services at the Company's service centers. These services are billed by the
Company to the fleet customers through JLI for national fleet customers and
by the Company for local fleet customers. The Company solicits most fleet
business from local fleet customers in each of its markets.

Service Centers

     A typical service center consists of approximately 2200 square feet
with three service bays, a customer lounge, storage area, a full basement
and rest rooms. The operating staff at each service center consists of a
manager, an assistant manager and usually eight additional employees.

     In general, the Company's service centers are well lit, clean, and
provide customers an attractive surrounding and comfortable waiting area
while their vehicle is serviced.

Marketing

     The Company uses newsprint, public relations, direct marketing, radio
and television advertising to market its products and services. In addition
to the Company's marketing programs, JLI conducts national marketing
programs for Jiffy Lube service centers, principally through television
advertising. Pennzoil conducts a national advertising program for Pennzoil
motor oil and other Pennzoil lubrication products. The Company does not pay
any fee to either JLI or Pennzoil for their advertising programs. In
addition to direct advertising, the Company emphasizes the development of
goodwill in the communities in which it operates through involvement in
community promotions. Some of the Company's community campaigns include
Coats for Kids, Teaching Excellence, Jump Start on Reading, Children's
Hospital Free Care Fund, Ruth Lyons Children's Fund, Boy Scouts Scouting
for Food and the Arthritis Foundation Grand Prix.                           
                                                                 

<PAGE> 4

Area Development Agreements and Franchise Agreements

     The Company operates Jiffy Lube service centers under individual
franchise agreements that are part of broader exclusive development
agreements with JLI, the franchisor. The exclusive development agreements
require the Company to identify sites for and develop a specific number of
service centers in specific territories and the separate franchise
agreements each provide the Company the right to operate a specific service
center for a period of 20 years, with two, 10-year renewal options.

     Each development agreement grants the Company exclusive rights to
develop and operate a specific number of service centers within a defined
geographic area, provided that a certain number of service centers are
opened over scheduled intervals.

     Cincinnati.  The Company has satisfied its obligations to develop
service centers under its Area Development Agreement for the Cincinnati
market area, and currently has a right of first refusal to develop any
additional service centers which JLI may propose to develop or offer to
others in this market. This right extends to December 31, 2000 in the
Cincinnati market area

     Raleigh-Durham.  The Company has satisfied its obligations to develop
service centers under its Area Development Agreement for the Raleigh-Durham
market area, and currently has a right of first refusal to develop any
additional service centers which JLI may propose to develop or offer to
others in this market. This right extends to December 31, 2006 in the
Company's Raleigh-Durham market.

     Pittsburgh.  Under its area development agreement for the Pittsburgh
area, the Company has satisfied its obligations to develop 8 service
centers by June 30, 2000.  The Company has the right to develop service
centers in its Pittsburgh territory through June 30, 2004. After that date,
JLI may develop or franchise others to develop service centers in the
Company's territory but only after providing the Company with the first
right of refusal to develop any such centers, which right extends through
June 30, 2019.

     Other Areas. On August 1, 1995, Cincinnati Lubes, Inc. amended its
Area Development Agreement to include Toledo, Dayton, Nashville and
Cincinnati areas and operate a specific number of centers within the
defined geographical areas until July 31, 2004.  The Company has satisfied
its development obligation. The Company has a first right of refusal to
develop service centers until July 31, 2019.

     Lansing. On May 1, 1996, the Company purchased substantially all of
the assets of Quick Lube, Inc. which included six service centers in the
Lansing, Michigan area. The Company has not entered into an Area
Development Agreement regarding Lansing.

     The franchise agreements convey the right to use the franchisor's
trade names, trademarks, and service marks with respect to specific service
centers. The franchisor also provides general construction specifications
for the design, color schemes and signage for a service center, training,
operating manuals and marketing assistance.  Each franchise agreement
requires the franchisee to purchase products and supplies approved by the
franchisor. The initial franchise fee payable by the Company upon entering
into a franchise agreement for a service center varies based on the market
area where the Company develops the center and the time of development of
the center.  For service centers which the Company may develop in 1997, the
initial franchise fee ranges from $12,500 to $25,000.  The franchise
agreements generally require a monthly royalty fee of 5% of sales. The
royalty fee is reduced to 4% of sales when the fee for a given month is
paid in full by the 15th of the following month, a practice followed by the
Company.

     In May 1996, the Company entered into a Sales Agreement with Pennzoil
Products Company as part of a Citicorp financing agreement executed on or
about the same date.  This agreement supersedes a previous sales agreement
with Pennzoil Products Company, and requires the Company to purchase from
Pennzoil 85% of the Company's combined motor oil, lubricants, and
automotive filter requirements for a specific number of service centers. 
The Company satisfied this requirement and paid Pennzoil $3,957,925 to
purchase of these items in 1996.  Part of the agreement includes special
"truck load" pricing for large purchases.  Due to difficulties in
distribution, the Company did not finalize this agreement with Pennzoil
until February 1997.  The Company anticipates that this new pricing scheme
will have a significant beneficial effect on cost of sales. 
                                                                            
                 
<PAGE> 5

Management Services Agreement

     Each  of  the Company's operating subsidiaries has entered into a
management agreement with  CFA Management, Inc., a Florida corporation
(CFA), pursuant to which CFA, as an independent contractor, operates,
manages and maintains the service centers. CFA is owned by Stephen P.
Conway and Jerry B. Conway, both of whom are executive officers and
directors of the Company and each subsidiary, as well as principal
shareholders of the Company. These agreements continue until the
termination of the last franchise agreement between the Company and JLI.
For its services, CFA receives an amount equal to a percentage of the
annual net sales of each service center operated by a subsidiary,
calculated as follows:


         Number of                                 Management Fee
      Service Centers                            Per Service Center
      _______________                   ___________________________________

           1 - 34                        4.50% of the sales of these centers
          35 - 70                        3.00% of the sales of these centers
         71 - 100                        2.25% of the sales of these centers
       More than 100                     1.50% of the sales of these centers

The Company paid CFA $804,815 in 1996 under the agreement.

Expansion Plans

     In 1995, the Company embarked on an extensive expansion program
increasing the number of service centers from thirty six to sixty by the
end of the year. During 1996, the Company acquired six service centers in
the Lansing, Michigan area through an acquisition from Quick Lube, Inc.
Twenty eight other service centers were developed in 1996 in areas where
the Company has other stores, six of which were located in North Carolina,
four of which were located in Cincinnati, nine of which were located in
Pittsburgh, six of which were in Dayton, and three of which were in
Nashville. The Company plans to complete its current expansion program in
1997 which includes three service centers under construction and three
sites under lease or contract for future development.  Financing of these
service centers has been obtained.  Although the Company may determine that
additional sites are desirable for development in the future, management
will focus its efforts on improving the sales and profitability of its
current service centers, rather than additional expansion.

Competition

     The quick oil change and lubrication industry is highly competitive
with respect to the service location, product type, customer service and,
to a lesser degree, price. The Company's service centers compete in their
local markets with the "installed market" consisting of service stations,
automobile dealers, independent operators and franchisees of automotive
lubrication service centers, some of which operate multiple units offering
nationally advertised lubrication products such as Quaker State and
Valvoline motor oil. Some of the Company's competitors are larger and have
been in existence for a longer period than the Company. However, the
Company is larger than many independent operators in its markets and it
believes that its size is an advantage in these markets as it affords the
Company the benefits of marketing, name awareness and service as well as
economies of scale for purchasing and easier access to capital for
improvements.                                                               
                              

<PAGE> 6

Government Regulation and Environmental Matters

     The Company's service centers store new oil and generate and handle
large quantities of used automotive oils and fluids.  Accordingly, the
Company is subject to a number of federal, state and local environmental
laws governing the storage and disposal of automotive oils and fluids.
Noncompliance with such laws and regulations, especially those relating to
the installation and maintenance of underground storage tanks (UST's),
could result in substantial cost. As of December 31, 1996, 12 of the
Company's service centers had UST's on the premises. Of those service
centers with UST's, only 7 were actively using the tanks, all at the
requirement of local and state regulatory authorities. Those UST's in use
comply with all Environmental Protection Agency regulations scheduled to
become effective December 22, 1998.  The remaining five centers have
inactive UST's that are scheduled for removal in the first half of fiscal
1998. The Company is not aware that any leaks have occurred at any of its
existing UST's.

     In addition, the Company's service centers are subject to local zoning
laws and building codes which could adversely impact the Company's ability
to construct new service centers or to construct service centers on a cost-
effective basis.

Employees

     As of December 31, 1996, the Company employed 1,180 people, of which
1,144  were engaged in operating the Company's Jiffy Lube Service Centers
and the remainder in management, development, marketing, finance and
administration capacities. None of the Company's employees are represented
by unions. The Company considers its employee relations to be good.

Item 2 - Properties

     The Company acquired a new office facility in Raleigh, North Carolina
on September 30, 1995 and its former office condominium was sold in
February, 1996. Twenty two of the Company's service centers are owned, with
the balance of the centers, and an administrative office in Boca Raton,
Florida, leased.
 
Item 3 - Legal Proceedings

None

Item 4 - Submission of Matters to a Vote of Security Holders

None.

<PAGE> 7

                                     PART II
_______________________________________________________________________________

Item 5 - Market for the Registrant's Common Equity and Related Stockholder
Matters

     The Company has two classes of Common Stock consisting of Class A
Common Stock and Class B Common Stock.  The Class A stock is traded on the
NASDAQ SmallCaps market. The Class B Common Stock is closely held and not
traded in any public market.  In addition, the Company has outstanding
99,500 Warrants to purchase 99,500 shares of Class A Common Stock at an
exercise price of $9.00 per share, which expire in November 1997 (the
"Warrants"). 
 
     As of December 31, 1996, there were 466 holders of record of the Class
A Common Stock, 82 record holders of the Warrants and three record holders
of the Class B Common Stock. No cash dividends have ever been paid on
either class of the Company's Common Stock.

     The following table shows high and low sales prices for the Class A
Common Stock of Lucor as reported on the NASDAQ - SmallCaps market.

<TABLE>
                                1996                        1995
                            Market Price                 Market Price
 Quarter Ended             High      Low              High           Low    
  
________________         ________  _______        ______________ ______________                 
<S>                      <C>     <C>             <C>            <C>
March 31                  $ 7.75    $5.75         Not Applicable Not Applicable
June 30                   $10.00    $6.13             $ 7.00          $4.75
September 30              $ 8.50    $7.50             $10.50          $5.75
December 31               $ 7.50    $4.50             $ 8.00          $6.50

</TABLE>

<PAGE> 8

Item 6 - Selected Financial Data

     The selected consolidated financial data of the Company set forth on
the following page are qualified by reference to, and should be read in
conjunction with, the Company's Consolidated Financial Statements and Notes
thereto included elsewhere in this 10-K Report. The data for each of the
years in the five year period ended December 31 and the Balance Sheet data
as of December 31, 1992, 1993, 1994, 1995, and 1996 are derived from
audited Consolidated Financial Statements.

<PAGE>  9

<TABLE>
                                            LUCOR, INC.
                               Five Year Summary of Selected Financial Data
 
<S>                           <C>         <C>         <C>         <C>         <C>
 
                                  1996         1995        1994        1993        1992   
                                  ____         ____        ____        ____        ____             
                   
Operational Data (unaudited):
  Cars serviced                 1,037,231     789,064     588,708     468,592     379,527
  Stores                               94          60          36          30          28
  Net sales per car serviced       $36.42      $35.68      $34.94      $34.71      $33.86

Income Statement Data:
  Net sales                   $37,772,799 $28,153,521 $20,566,519 $16,265,623 $12,849,782
  Cost of sales                 8,951,465   6,748,266   4,947,670   3,987,441   3,122,718
                               __________  __________  __________  __________  __________
  Gross profit                 28,821,334  21,405,255  15,618,849  12,278,182   9,727,064
                               __________  __________  __________  __________  __________

Costs and expenses:
  Direct                       14,059,886  10,020,278   6,749,017   5,304,942   4,284,817
  Operating                     7,286,260   6,053,513   4,640,848   3,872,453   3,214,969
  Depreciation, amortization    2,001,300     848,301     442,116     425,842     299,634
  Selling, general, admin.      5,455,291   3,183,110   1,951,464   1,654,891   1,467,456
                               __________  __________  __________  __________  __________
                               28,802,737  20,105,202  13,783,445  11,258,128   9,266,876
   
Income (loss) from operations      18,597   1,300,053   1,835,404   1,020,054     460,188
Interest expense               (1,176,149)   (450,471)   (205,552)   (169,890)   (178,250)
Other income                      192,558      72,097     174,553     126,324      80,122
                                _________   _________   _________   _________   _________
Income (loss) before provision
 for income taxes                (964,994)    921,679   1,804,405     976,488     362,060
Provision for income taxes       (263,006)    381,436     716,410     377,570     101,053
                                _________   _________   _________   _________   _________

Net income (loss)             $  (701,988) $  540,243 $ 1,087,995  $  598,918 $   261,007
Preferred dividend accrued       (133,287)    (35,000)      -            -           -
Net income (loss) available
  to common shareholders      $  (835,275) $  505,243 $ 1,087,995 $   598,918 $   261,007
                              ============ ========== =========== =========== ===========

Net income per common share
 and common share equivalent      $(0.34)       $0.26       $0.62       $0.34       $0.15

Cash dividends declared 
 per share                          -0-          -0-         -0-         -0-         -0-

Weighted average common shares
   outstanding                  2,451,683   1,944,618   1,757,985   1,758,163   1,734,641


                                                    December 31,
                                  1996        1995       1994        1993         1992
                                  ____        ____       ____        ____         ____

Balance Sheet Data:
  Cash and other short-term
   assets                     $ 5,213,281 $ 4,143,399 $ 2,967,892 $ 2,139,445 $ 2,145,583
  Property and equipment, net  22,506,488  14,246,603   3,140,443   1,878,662   1,372,060
  Intangible assets, net        4,907,840   3,288,044   1,140,210     703,357     656,102
                               __________  __________  __________  __________  __________

Total assets                  $32,627,609 $21,678,046 $ 7,248,545 $ 4,721,464 $ 4,173,745
                              =========== =========== =========== =========== ===========

Short-term obligations/debt     5,335,200   3,266,336   2,273,300   1,284,503   1,065,264
Long-term liabilities          16,304,431  12,198,958   1,256,886   1,691,494   1,932,519
Preferred stock, redeemable     2,000,000   2,000,000
Shareholder's equity            8,987,978   4,212,752   3,718,359   1,745,467   1,175,962 


</TABLE>

<PAGE> 10

Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operation

Introduction

     The Company is engaged through its subsidiaries in the automotive fast
oil change, fluid maintenance and lubrication service business at ninety
four service centers located in six states. Twenty five service centers are
located in the Raleigh-Durham area of North Carolina, twenty one in the
Cincinnati Ohio area (which includes northern Kentucky), eighteen in the
Pittsburgh, Pennsylvania area, twelve in the Dayton, Ohio area, five in the
Toledo, Ohio area, seven in the Nashville, Tennessee area, and six in the
Lansing, Michigan area.  Starting in early 1995, the Company embarked on a
plan of expansion, involving acquisition of facilities in new markets as
well as construction of new sites in current markets.  In July 1995
Citicorp Leasing, Inc. agreed to lend $18.0 million to the Company to
refinance existing debt, fund the acquisition of new service center sites,
and to provide capital for the acquisition of additional service centers in
the Raleigh-Durham, Cincinnati, and Pittsburgh areas (See Lucor, Inc. 10-K
for the year ended December 31, 1995).  During 1995, the Company acquired
fifteen centers by purchase and developed nine other centers, ending the
year with sixty operating locations.  During 1996, the Company acquired
substantially all the assets of Quick Lube, Inc., which included six
centers in the Lansing, Michigan area.  In addition, site development
continued in its existing markets, adding four centers in Cincinnati, six
in Dayton, three in Nashville, six in North Carolina, and nine in
Pittsburgh.  At year end the Company had ninety four centers operating.  As
of March 15, 1997 the Company had ninety six operating locations with three
centers under construction and expected to open within the next two months. 
The Company is under lease or contract for three sites for future
development.  At the completion of these development plans, the Company
will have substantially completed its development projects.

   The expansion program has been accomplished at some cost, which was not
unexpected.  Management believes that it takes approximately twenty four
months for a store reach maturity.  As new stores are opened, the impact of
the new stores is to reduce the average over-all car count, revenues per
store and increase the average unit operating cost per store. As assets
were added and debt incurred, the Company incurred additional depreciation
(a non-cash charge) and interest expense.  During 1995, the Company
averaged forty seven cars per day in its open locations while in 1996, an
average car count of thirty nine cars per center per day was experienced. 
Substantial increases in depreciation and interest contributed to a net
loss of $701,988 for the year compared to a profit of $540,243 in 1995. 
The Company considers this loss to have been a necessary investment in what
it believes is a reasonable expansion plan.  However, there can be no
assurance that revenues per location will increase sufficiently to return
the Company to profitability in the near future.

<PAGE> 11

Results of Operations

     The Company's primary indicators of business activity are the numbers
of cars serviced at its service centers and the net revenue per car
serviced. Costs are measured as a percentage of net sales. Cost of sales
and direct costs (which includes labor at the retail level and other
volume-related operating costs) can be expected to vary approximately in
line with sales volumes. Operating costs include store occupancy costs,
insurance, royalties paid to the franchisor, management fees and other
lesser categories of expenses.  Store occupancy costs can be expected to
vary, either with periodic, contractual rent increases at leased locations
or as a function of sales for those leases which have a sales based rent
schedule. Real estate taxes are subject to periodic adjustments.  Royalty
fees paid to the franchisor are 4% of sales and management fees are paid at
rates described above (see Management Services Agreement). The Company's
service centers are open 7 days per week and average 360 days of operation
per year.


1996 Compared to 1995

     Net sales increased 34% from 1995 to 1996 due to the increase in base
business sales as well as the impact of the new service centers which were
opened during the year as indicated in the following table:



                             Increase            1996                  1995
                             ________            ____                  ____

Same stores                     15%         $ 32,416,340           $ 28,153,520

New stores                                     5,356,459                      0
                                            ____________           ____________

Total net sales in 1996         34%         $ 37,772,799           $ 28,153,521
                                            ============           ============

     The Company had average daily sales of thirty nine cars per day, per
service center, compared to forty seven cars per day in the previous year. 
The more than 50% increase in the number of service centers opened during
the year contributed to this decline, as new locations typically require
approximately two years to become stabilized at normal sales levels.  In
addition, the fifteen Sears location sites, ten of which were opened in the
last quarter of the year, had car counts significantly below those of non-Sears
locations.  Management anticipates that the Sears sites will
ultimately prove to be profitable locations, but no assurances can be given
that this will occur.  Net revenue per car increased from $35.68 to $36.42
or 2%.  Many factors contributed to the change in the net revenue per car. 
Part of the  increase reflects an increase in ancillary sales per customer. 
As discussed above, the Company has introduced and has aggressively
marketed new ancillary sales.  As additional services are purchased beyond
the basic "Signature Service", the net revenue per car is increased.  
North Carolina performs inspections on vehicles which increases the net
revenue per vehicle.  In North Carolina for 1996, the net revenue per car
increased from $39.04 to $40.26 or 3%.  Due to the large number of stores
opening in the Company's other regions, the effect of the higher net
revenue per car generated by the North Carolina region was diluted when
computing total net revenue per car for the entire Company.  
 
     The  increase in net revenue also occurred despite the loss of over
$900,000 in inspection revenue in the Cincinnati area as this service was
centralized by the state of Ohio in January 1996.  Net revenue per car
increased in the Cincinnati area from $35.05 to $35.53 or 1% even with the
loss of the inspection revenue.  Had Cincinnati not had inspection revenue
in 1995, the net revenue per car would have been $31.62.

     Cost of sales, which represents the direct cost of materials sold to
the customer (oil, filters, lubricants, etc.) increased in proportion to
sales and remained relatively unchanged as a percentage of sales.

     Direct operating costs increased by 40% or $4,039,608 in 1996 as
compared to 1995.  These costs consist primarily of direct labor and
supplies costs expended at each location for customer service. 
Approximately 74% of this increase ($3,004,719) was in direct labor costs. 
Increased sales volume accounted for 79% of the increase in total direct
operating costs, while the balance was due to higher unit costs ($10.39 in
1996 versus $9.77 in 1995).  The Company has experienced low unemployment
labor markets for entry level employees in its various markets.

<PAGE> 12

     Operating costs increased by 20% or $1,232,747 in 1996 as compared to
1995.  During 1996 operating costs were favorably affected by a reduction
of $500,000 in management fees paid to CFA Management, Inc. CFA agreed to
this one time fee reduction in recognition of the downward pressure on net
income caused by the relatively large number of new, unstabilized stores. 
Management estimates that a store requires an average of twenty four months
to stabilize its customer base.  Until a store is stabilized, operating
income for that store is reduced and in many cases negative.  Due to the
Company's aggressive expansion program in 1995 and 1996, it had a large
percentage of stores that were operating for less than 24 months and
therefore had not stabilized. Further adjustment of fees is not
contemplated.  Had this adjustment not occurred the increase would have
been 29% or slightly lower than the increase in sales.  Operating costs
consist primarily of facility related costs such as rents, real estate and
personal property taxes.

     Depreciation and amortization costs increased by $1,152,999 reflecting
the large increases in properties purchased and built during 1995 and 1996. 
The Company changed its method of depreciation for equipment, signs and
point of sales systems from the double declining balance method to the
straight line method for assets purchased in 1996.  In addition, the
Company changed the life over which equipment is depreciated from five
years to ten years and the amortization of pre-opening expenses from two
years to six months.  Management made these changes to reflect more closely
the life of the assets and their depreciating value over the periods.  The
change in the method and lives of depreciating equipment increased net
income by $463,389 while the shortened life in the amortization of pre-opening
costs reduced net income by $358,262, for a net affect of $105,127.
This change in accounting has no impact on the Company's income tax
provision, which utilizes the shortest periods allowed by the Internal
Revenue Service code, minimizing in current years the Company's tax burden.

     Selling, general, and administrative expenses increased by 71% or
$2,272,181.  Of this increase, $1,002,157 was the result of increases in
marketing efforts.  The company increased its marketing expenses in
conjunction with the new markets that were opened in 1995 and 1996 plus the
new stores opened.  Regional and corporate costs associated with the
expansion of the Company increased by $1,270,024.  These costs increased
reflecting a full year's expense for regions acquired in 1995, the
acquisition of the Lansing region, and current year service center
additions.

     Interest expenses increased by $725,678 reflecting the Company's
continued expansion program and additional Citicorp financing (See
discussion below).

     Other income includes approximately $47,000 profit earned on the sale
of the Company's office condo in Raleigh when the Corporate headquarters
were moved to the Pershing Road facility.

     Income tax (benefit) expense represented (27%) of the before tax loss
in 1996, versus 41% of the before tax income in 1995.  State income taxes,
approximating 6% of before tax results, cannot generally be carried back to
prior years.  Federal income losses, however, may be carried back to offset
previously reported income.  The Company has recorded a receivable of
$556,364, representing income taxes paid in prior years and now
recoverable.  A deferred tax provision of $293,358 was made mainly
representing future taxes that may be paid when the accelerated
depreciation used for tax purposes is reduced below the book depreciation.

     Dividends on Series A redeemable preferred stock (see discussion
below) was $133,287, up $98,287 from 1995.  This increase reflects a full
years dividend as compared to one quarter charged in 1995.

<PAGE> 13

1995 Compared to 1994

     Net sales increased 37% from 1994 to 1995 due to increases in base
business sales as well as the impact of new service stations opened (see
table below). The Company serviced an average of 47 cars per day on a 7 day
per week basis in each of its service centers in 1995 compared to 49 cars
per day during 1994. Average cars serviced fell from 1994 to 1995 due to
the impact of 24 new stores opening during the year, as new locations
normally have lower sales during the early years of operation than do
mature locations. The stores acquired from AOC had significantly lower
sales per service center than do Lucor's other centers. Management
anticipates that these new centers can be brought to a sales level of
Lucor's other locations but there is no assurance that such increased sales
will be realized or that these centers will be profitable. Total cars
serviced increased by 34%, from 588,708 in 1994 to 789,064 in 1995. Net
revenue per car serviced increased 2% year to year.

                              Sales Analysis - 1995 v. 1994
                          Increase          1995                 1994
  
Same stores                  14%       $ 23,448,939         $ 20,566,518

New stores                                4,704,581              
                                       ____________         ____________
 
Total sales                  37%       $ 28,153,520         $ 20,566,518
                                       ============         ============

     Costs of sales, which represents the direct cost of materials sold to
the customer (oil, filters, etc.) increased in proportion to sales. Net
automobile emission inspection revenue in the Cincinnati area (revenue
received, less cost of safety stickers) was $715,959 during 1995, compared
to $627,187 in 1994.  The State of Ohio discontinued its inspection
programs through individual retail locations in January 1996.. Management
believes that the Company's earnings will not be materially adversely
affected by the discontinuance of this revenue source because the Company
expects to generate new earnings of a like dollar amount from increases in
the base price and volume of its operations and from other product sales
and services. No assurance can be given that the discontinuance of
inspection revenue in Ohio will not have a material adverse impact on the
net sales of service centers in Ohio or that the Company will be able to
generate increased net sales to offset the loss of this Ohio revenue
source.

     Direct operating costs increased 48%, or $3,271,261 in 1995 compared
to 1994.  These costs consist primarily of direct labor and the supplies
required to service customers at each service center. Approximately 80% of
the increase ($2,582,087) was in direct labor costs. Increased sales volume
accounted for $1.7 million of this amount, while average labor costs
increased $1.06 per car, accounting for the balance. Hourly wages were
increased by $1.00 per hour in the North Carolina and Cincinnati stores for
entry level employees, and the relatively lower sales volumes in the newer
stores translated into higher unit costs.

     Operating costs increased year to year by 30%, or $1,412,665. Of this
increase, $828,122 was attributable to the acquisition of the new stores in
Dayton, Toledo and Nashville as well as the effect of the 5 original
Pittsburgh stores being open 12 months during 1995, versus 6 months in 1994
($447,957). The largest component of this category of expense is store
rent.

     Interest expense increased by $244,919, or 119% due to the Company's
capital investment program and associated Citicorp financing (see
discussion below).

     Expenses of depreciation and amortization increased primarily due to
the effect of depreciation ($289,109) on assets associated with the
acquisitions in Pittsburgh, Dayton, Toledo and Nashville.  Increased
depreciation was recorded in Carolina and Nashville where previously leased
service stations were acquired.

     Selling, general and administrative expenses increased $1,231,646 or
63%. Selling costs increased $430,349 or 60% as the advertising budget was
increased to approximately 4% of total sales (which increased) during 1995,
versus 3.1% incurred during 1994.  Costs of administration increased
$328,830 or 58% in 1995, primarily due to increased costs associated with
being a publicly held company (shareholder services, SEC related costs and
increased legal and accounting services).

<PAGE> 14

     Regional costs increased $468,686 primarily due to three new regional
areas being established ($153,772) as well as increased costs for planned
and accomplished supervisory staff increases in anticipation of current and
future center development which were incurred ($75,216). Other costs were
generally in line with increased sites (60 at year end, versus 36 at the
previous year end).

     Other income decreased in 1995 by $102,456 as a one-time "first
refusal" right was sold in 1994 for $100,000 - not repeated in 1995.
 
     Provisions for income taxes represent approximately 40% of taxable
income in both years.

     Dividends on Series A redeemable preferred stock (see discussion
below) were accrued in the amount of $35,000 - there was no such charge in
1994.

Liquidity and Capital Resources

     On September 30, 1996, the credit facility with Citicorp Leasing, Inc.
was changed to a term loan in the amount of $13,212,237 as provided for in
the agreement.

     As of December 31, 1996, the Company had cash and short term assets of
$5,213,281 and short term obligations (including the current portion of
long term debt) of $5,335,200 for net working capital deficiency of
$121,919.  Cash provided by operations amounted to $1,677,138.  $11,106,005
was invested in purchases of property, plant and equipment in furtherance
of the Company's expansion program.  In addition, $1,548,191 was invested
in the purchase of new centers in Lansing, Michigan.  $1,049,627 was
disbursed for license fees, deposits and costs associated with the opening
of new service centers.  New debt in the amount of $4,719,981 was added,
primarily from Citicorp to finance the expansion.  Additionally, Class A
Stock was issued in 1996 for $5,345,938; Pennzoil purchased $5,000,000 in
Class A Stock with the remaining issue done through a private placement
with two of its Directors.  Debt totaling $315,203 was repaid according to
terms of the agreement.

     As of December 31, 1995, the Company had cash and short term assets of
$4,143,399 and short term obligations (including current portion of long
term debt) of $3,266,336 for net working capital of $877,063.  Cash
provided by operations amounted to $2,090,130. Of these funds, $10,081,718
were invested in purchases of property, plant and equipment in furtherance
of the Company's expansion program; $1,887,210 was invested in the purchase
of the new centers in Dayton, Toledo and Nashville; construction in
progress increased from year end to year end by $1,397,595 and $538,571 was
disbursed for loan acquisition costs. Incomplete construction in progress
at year-end will require approximately $5 million for completion - these
funds are available through Citicorp financing discussed above.  New debt
was added, primarily from Citicorp (see discussion above) part of whose
proceeds went for the retirement of preexisting debt. Additionally, the
Pennzoil bridge loan discussed above was converted to redeemable preferred
stock ($2,000,000).

     Based on the Company's current level of operations and anticipated
growth in net sales and earnings as a result of its business strategy, the
Company expects that cash flows from operations and funds from currently
available facilities will be sufficient to enable the Company to meet its
anticipated cash requirements for the foreseeable future, including for
debt service.  If the Company is unable to satisfy such cash requirements,
the Company could be required to adopt one or more alternatives, such as
reducing or delaying capital expenditures, restructuring indebtedness, or
selling assets.

<PAGE> 15

Item 8 - Consolidated Financial Statements and Supplementary Data

                                                                         
Page

Consolidated Financial Statements:

  Independent Auditor's Report                                             16

  Consolidated Balance Sheets as of December 31, 1996 and 1995             17

  Consolidated Statements of Income (Loss) for the years ended
    December 31, 1996, 1995 and 1994                                       18

  Consolidated Statements of Stockholders' Equity for the years
     ended December 31, 1996, 1995 and 1994                                19

  Consolidated Statements of Cash Flows for the years 
    ended December 31, 1996, 1995 and 1994                                 20

   Notes to Consolidated Financial Statements                              22
 
Financial Statement Schedule:

  All schedules have been omitted because they are not applicable or are
not required or the information required to be set forth therein is
included in the Consolidated Financial Statements or Notes thereto.

<PAGE> 16


                           INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
Lucor, Inc. and Subsidiaries
Raleigh, North Carolina


We have audited the accompanying consolidated balance sheets of Lucor, Inc.
and subsidiaries as of December 31, 1996 and 1995, and the related
consolidated statements of income (loss), stockholders' equity, and cash
flows for the years then ended.  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 audit.  The
accompanying financial statements of Lucor, Inc. and subsidiaries for the
year ended December 31, 1994, were audited by other auditors whose report
thereon dated February 22, 1995, expressed an unqualified opinion on those
statements.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards 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.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the 1996 and 1995 consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of Lucor, Inc. and subsidiaries as of December 31, 1996 and 1995,
and the results of their operations and their cash flows for the years then
ended, in conformity with generally accepted accounting principles.


 

                                   KPMG Peat Marwick LLP
Raleigh, North Carolina
March 7, 1997, except for the
 last sentence of note 6, which
 is dated April 11, 1997


<PAGE> 17
<TABLE>
                                   LUCOR, INC. AND SUBSIDIARIES
                                   Consolidated Balance Sheets
                                   December 31, 1996 and 1995

                                 Assets                                       1996            1995
                                 ______                                       ____            ____
<S>                                                                   <C>              <C>
Current assets:
    Cash and cash equivalents (note 14)                                 $    2,052,417     2,344,484
    Accounts receivable, trade, net of allowance for doubtful
     accounts of $34,245 and $2,559 at December 31, 1996 and
     1995, respectively                                                        233,553       130,540
    Accounts receivable, other (including receivables from
     affiliates of $134,363 and $52,173 at December 31, 1996
     and 1995, respectively)                                                   257,601       100,962
    Income tax receivable                                                      556,364       231,008
    Inventories                                                              1,832,658     1,126,302
    Prepaid expenses                                                           280,688       210,103
                                                                          ____________   ___________
        Total current assets                                                 5,213,281     4,143,399
                                                                          ____________   ___________ 
Property and equipment, net of accumulated
   depreciation (notes 3 and 6)                                             22,506,488    14,246,603
                                                                           ___________   ___________
Other assets:
    Goodwill, net of accumulated amortization of $188,561
     and $96,965 at December 31, 1996 and 1995,
     respectively                                                            2,709,796     1,378,951
    License, application, area development, loan acquisition,
     non-compete agreements and organization costs, net of accumulated
     amortization of $756,171 and $547,614 at December 31, 1996
     and 1995, respectively                                                  1,833,807     1,708,808
    Security deposits and pre-opening costs, net of accumulated
     amortization of $581,942 and $29,823 at December 31, 1996
      and 1995, repectively                                                    364,237       200,285
                                                                            __________    __________
                                                                             4,907,840     3,288,044
                                                                            __________    __________
                                                                          $ 32,627,609    21,678,046
                                                                            ==========    ==========

                             Liabilities and Stockholders' Equity

Current liabilities:
    Current portion of long-term debt (note 6)                                 969,893       328,121
    Current portion of capital lease (note 8)                                   22,664           -     
    Accounts payable                                                         2,803,146     2,243,287
    Accrued expenses:
     Payroll                                                                   637,744       290,386
     Property taxes                                                            189,898       195,301
     Other                                                                     676,855       174,241
     Preferred dividend                                                         35,000        35,000
                                                                            __________    __________
        Total current liabilities                                            5,335,200     3,266,336
                                                                            __________    __________

Long-term debt, net of current portion (note 6)                             15,831,727    12,068,721
Capital lease, net of current portion (note 8)                                  49,110          -    
Deferred taxes  (note 4)                                                       423,594       130,237
                                                                            __________    __________
        Total long-term liabilities                                         16,304,431    12,198,958
                                                                            __________    __________
Series A redeemable preferred stock (note 10)                                2,000,000     2,000,000
                                                                            __________    __________
Stockholders' equity (notes 9, 11, 12 and 13):
    Preferred stock, $.02 par value, ($.10
     liquidation preference), authorized 5,000,000
     shares, issued and outstanding, none                                        -               -    
    Common stock, Class "A", $.02 par value,
     authorized 5,000,000 shares, issued and outstanding
     2,099,733 and 1,243,256 shares at December 31, 1996 
     and 1995, respectively                                                     41,994        24,864
    Common stock, Class "B", $.02 par value,
     authorized 2,500,000 shares, issued and outstanding
     702,155 shares at December 31, 1996 and 1995                               14,043        14,043
    Additional paid-in capital                                               8,501,062     2,904,254
    Treasury stock at cost (760 shares at December 31, 1996)                    (3,437)          -     
    Retained earnings                                                          434,316     1,269,591
                                                                            __________    __________
        Total stockholders' equity                                           8,987,978     4,212,752
                                                                            __________    __________

Commitments and contingencies (notes 7 and 8)
                                                                          $ 32,627,609    21,678,046
                                                                            ==========    ==========
See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE> 18
<TABLE>

                                     LUCOR, INC. AND SUBSIDIARIES
                                Consolidated Statements of Income (Loss)
                              Years ended December 31, 1996, 1995 and 1994


                                                              1996           1995           1994
<S>                                                    <C>             <C>              <C>
Net sales                                               $  37,772,799   $  28,153,521    $  20,566,519
Cost of sales (note 5)                                      8,951,465       6,748,266        4,947,670
                                                          ___________     ___________      ___________
        Gross profit                                       28,821,334      21,405,255       15,618,849
                                                          ___________     ___________      ___________

Costs and expenses:
    Direct                                                  14,059,886      10,020,278       6,749,017
    Operating (note 5)                                       7,286,260       6,053,513       4,640,848
    Depreciation and amortization                            2,001,300         848,301         442,116
    Selling, general and administrative                      5,455,291       3,183,110       1,951,464
                                                           ___________     ___________     ___________
                                                            28,802,737      20,105,202      13,783,445
                                                           ___________     ___________     ___________

        Income from operations                                  18,597       1,300,053       1,835,404
                                                           ___________     ___________     ___________

Interest expense                                            (1,176,149)       (450,471)       (205,552)
Other income                                                   192,558          72,097         174,553
                                                           ____________    ___________     ___________
                                                              (983,591)       (378,374)        (30,999)
                                                           ___________     ___________     ___________

        Income (loss) before provision for income taxes       (964,994)        921,679       1,804,405

Income tax expense (benefit) (note 4)                         (263,006)        381,436         716,410
                                                           ___________     ___________     ___________

        Net income (loss)                                     (701,988)        540,243       1,087,995

Preferred dividend                                            (133,287)        (35,000)          -    
                                                           ___________     ___________     ___________
       Net income (loss) available to common
         shareholders                                     $   (835,275)  $     505,243     $ 1,087,995
                                                            ==========      ==========      ==========
Weighted average number of shares                         $  2,451,683       1,944,618       1,757,985
                                                            ==========      ==========      ==========

Net income (loss) per common share and common 
   share equivalent (note 13)                           $        (.34)   $         .26     $       .62
                                                           ==========        =========       =========


See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE> 19
<TABLE>
                                        LUCOR, INC. AND SUBSIDIARIES
                            Consolidated Statements of Stockholders' Equity
                              Years ended December 31, 1996, 1995 and 1994


                                               Preferred Stock                  Common Stock           Additional
                                            Number                     Number of shares                  paid-in 
                                           of shares    Par value   Class "A"   Class "B"    Par value   capital
                                           _________    __________  ________    ________    __________ __________ 
<S>                                       <C>           <C>        <C>         <C>         <C>         <C>              
Balance at December 31, 1993                    -        $    -      993,648     702,155    $  33,915   2,035,120 
Sale of stock (note 9)                          -             -      100,000        -           2,000     419,041     
Exercise of stock options (note 12)             -             -       62,500        -           1,250      11,250     
Conversion of note payable (note 9)             -             -       79,048        -           1,581     413,419     
Employee stock bonuses (note 12)                -             -        6,940        -             139      36,296     
Net income                                      -             -         -           -            -           -    
                                           __________    ________  _________   _________    _________   _________ 
Balance at December 31, 1994                    -             -    1,242,136     702,155       38,885   2,915,126 
Stock issued for employee bonuses 
and directors' fees (note 12)                   -             -        1,120        -              22       9,218     
Stock issuance costs                            -             -         -           -            -        (20,090)    
Net income                                      -             -         -           -            -           -    
Preferred dividend                              -             -         -           -            -           -    
                                           __________    ________  _________   _________    _________   _________
Balance at December 31, 1995                    -             -    1,243,256     702,155       38,907   2,904,254
Stock issued for directors' fees (note 12)      -             -        1,000        -              20       7,480 
Exercise of stock options (note 12)             -             -        2,000        -              40      10,460    
Sale of stock to Directors (note 9)             -             -       55,000        -           1,100     342,650     
Sale of stock to Pennzoil (note 9)              -             -      759,477        -          15,190   4,986,998     
Repurchase of shares                            -             -         -           -            -          -     
Purchase of Lansing units (note 7)              -             -       39,000        -             780     249,220     
Net (loss)                                      -             -         -           -            -          -     
Preferred dividend                              -             -         -           -            -          -     
                                           __________    ________  _________   _________    _________   _________ 
Balance at December 31, 1996                    -       $     -    2,099,733     702,155     $ 56,037   8,501,062 
                                           ==========   =========  =========    ========     ========   ========= 
</TABLE>
<TABLE>
                                            Treasury Stock       Retained
                                           Number                earnings
                                          of Shares    Cost     (deficit)
                                           _______   ________    _________
<S>                                       <C>       <C>        <C>
Balance at December 31, 1993                   -         -        (323,647)
Sale of stock (note 9)                         -         -            -    
Exercise of stock options (note 12)            -         -            -    
Conversion of note payable (note 9)            -         -            -    
Employee stock bonuses (note 12)               -         -            -    
Net income                                     -         -       1,087,995
                                           _______   ________    _________
Balance at December 31, 1994                   -         -         764,348
Stock issued for employee bonuses 
and directors' fees (note 12)                  -         -           -    
Stock issuance costs                           -         -           -    
Net income                                     -         -        540,243
Preferred dividend                             -         -        (35,000)
                                           _______   ________   _________
Balance at December 31, 1995                   -         -      1,269,591
Stock issued for directors' fees (note 12)     -         -           - 
Exercise of stock options (note 12)            -         -           -    
Sale of stock to Directors (note 9)            -         -           -    
Sale of stock to Pennzoil (note 9)             -         -           -    
Repurchase of shares                          760     (3,437)        -
Purchase of Lansing units (note 7)             -         -           -    
Net (loss)                                     -         -       (701,988)
Preferred dividend                             -         -       (133,287)
                                           _______   ________   _________
Balance at December 31, 1996                  760     (3,437)     434,316
                                             ====    =======     ========

See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE> 20
<TABLE>
                                        LUCOR, INC. AND SUBSIDIARIES
                                   Consolidated Statements of Cash Flows
                               Years ended December 31, 1996, 1995 and 1994

                                                                      1996           1995       1994
                                                                      ____           ____       ____
<S>                                                           <C>            <C>           <C>
Cash flows from operations:
    Net income (loss)                                          $    (701,988) $    540,243  $ 1,087,995
    Adjustments to reconcile net income to
     net cash provided by operating activities:
      (Gain) loss on sale of property and equipment                  (47,942)         (178)        -    
      Depreciation and amortization of property and
        equipment                                                  1,149,028       671,553      373,470
      Amortization of intangible assets and pre-operating costs      852,272       176,748       68,646
      Stock issued as employee bonuses and 
        directors' fees                                                7,500         9,240       36,435
      Changes in assets and liabilities:
        Increase in accounts receivable, trade                      (103,013)      (25,213)     (29,274)
        Decrease (increase) accounts receivable, other              (156,639)      (40,279)      24,581
        Increase in inventories                                     (623,924)      (57,548)    (111,704)
        Decrease (increase) prepaid expenses                         (70,585)     (143,386)      40,292
        Increase in income tax receivable                           (325,356)     (231,008)        -    
        Increase in accounts payable and accrued 
        expenses                                                   1,404,428     1,445,769      627,298
        Increase (decrease) income taxes payable                        -         (386,048)     217,105
        Increase in deferred tax liability                           293,357       130,237         -    
                                                                   _________     _________    _________
          Net cash provided by operating activities                1,677,138     2,090,130    2,334,844
                                                                   _________     _________    _________
Cash flows from investing activities:
    Purchase of property and equipment                           (11,106,005)  (10,081,718)    (443,512)
    Acquisition of additional service centers                     (1,548,191)   (1,887,210)    (400,000)
    Acquisition of area development agreement
     and other intangible assets                                    (333,556)     (386,774)    (430,000)
    Increase in security deposits                                    (19,649)         (106)        (331)
    Pre-opening costs                                               (696,422)     (158,424)        -    
    Proceeds from sale of property and equipment                     173,950         1,577        8,321
    Decrease (increase) in construction in progress                1,939,702    (1,397,395)    (957,074)
                                                                   _________    __________    _________
         Net cash used in investing activities                   (11,590,171)  (13,910,050)  (2,222,596)
                                                                  __________    __________    _________
Cash flows from financing activities:
    Proceeds from the exercise of stock options                       10,500          -          12,500
    Repurchase of common stock                                        (3,437)         -            -    
    Proceeds from issuance of common stock                         5,345,938          -         421,041
    Proceeds from issuance of Series A redeemable 
     preferred stock                                                   -         2,000,000         -    
    Loan origination costs                                             -          (538,571)        -    
    Dividend paid                                                   (133,287)         -            -    
    Stock issuance costs                                               -           (20,090)        -
    Repayments of capital lease                                       (3,526)         -            -    
    Proceeds from borrowings                                       4,719,981    15,870,591      500,000
    Repayments of debt                                              (315,203)   (5,160,441)    (375,294)
                                                                   _________    __________    _________
        Net cash provided by financing activities                  9,620,966    12,151,489      558,247
                                                                   _________    __________    _________
        Increase (decrease)  in cash and cash equivalents           (292,067)      331,569      670,495

Cash and cash equivalents at beginning of period                   2,344,484     2,012,915    1,342,420
                                                                  __________     _________    _________
    
Cash and cash equivalents at end of period                       $ 2,052,417   $ 2,344,484  $ 2,012,915
                                                                   =========     =========    =========

</TABLE>

<PAGE> 21
<TABLE>
                                        LUCOR, INC. AND SUBSIDIARIES
                              Consolidated Statements of Cash Flows, Continued
                                Years ended December 31, 1996, 1995 and 1994

                                                                    1996          1995        1994
                                                                    ____          ____        ____
<S>                                                           <C>            <C>           <C>       
 
Supplementary disclosures:                                     
   Interest paid, net of amounts capitalized                     $ 1,052,041   $   441,804  $   205,552
                                                                   =========     =========    =========
    Income tax paid                                              $    23,425   $   868,256  $   502,605
                                                                   =========     =========    =========

Acquisition of units:
    Inventory acquired                                           $    82,432   $   297,644  $    81,847
    Fair value of other assets acquired,
     principally property and equipment                              293,318       475,232      242,985
    Value of stock issued                                           (250,000)         -            -     
    Goodwill                                                       1,422,441     1,114,334       75,168
                                                                  __________     _________     ________
    Cash paid                                                    $ 1,548,191   $ 1,887,210   $  400,000
                                                                  ==========    ==========     ========


Supplementary schedule of non-cash financing
   and investing activities:
    Issuance of common stock in settlement
     of note payable                                              $     -      $     -       $  415,000
                                                                   =========     ========      ========

    Capital lease                                                 $   75,300   $     -       $     -     
                                                                   =========     ========      ========


See accompanying notes to consolidated financial statements.

</TABLE>

<PAGE> 22

                             LUCOR, INC. AND SUBSIDIARIES
                       Notes to Consolidated Financial Statements
                              December 31, 1996 and 1995


(1)         Nature of Business

 Lucor, Inc. (the "Company") is the largest franchisee of Jiffy Lube
 International, Inc. ("JLI") in the United States.  These franchises consist of
 automotive fast oil change, fluid maintenance, lubrication, and general
 preventative maintenance service centers under the name "Jiffy Lube".  As of
 December 31, 1996, the Company operated ninety-four service centers in six
 states, including twenty-five service centers in the Raleigh-Durham, North
 Carolina ADI (Geographic Area of Dominant Influence defined in the Arbitron
 Ratings Guide for television markets), twenty-one service centers in the
 Cincinnati, Ohio ADI (which includes northern Kentucky), eighteen service
 centers in the Pittsburgh, Pennsylvania ADI, twelve service centers in the
 Dayton, Ohio area, five service centers in the Toledo, Ohio area, seven
 service centers in the Nashville, Tennessee area, and six service centers in
 the Lansing, Michigan area.  The operations of the service centers in each of
 these markets are conducted through subsidiaries of the Company, each of which
 has entered into area development and franchise agreements with JLI.  These
 franchise agreements generally require a monthly royalty fee of 5% of sales. 
 The royalty fee is reduced to 4% of sales when the fee for a given month is
 paid in full by the fifteen of the following month, a practice followed by the
 Company.  The Company purchases, leases as well as constructs these service
 centers.  The Company has a continuing obligation to purchase from Pennzoil
 Products Company 85% of the Company's motor oil and automotive filter
 requirements for its service centers.  The Company operated 60 and 36 service
 centers at December 31, 1995 and 1994, respectively.
 
(2)         Summary of Significant Accounting Policies

 Basis of Consolidation
 
 The accompanying consolidated financial statements include the accounts of the
 Company and all of its wholly-owned subsidiaries.  Intercompany transactions
 and balances have been eliminated upon consolidation.
 
 Cash and Cash Equivalents
 
 The Company considers all highly liquid investments with an original maturity
 of three months or less to be cash equivalents.
 
 Inventories
 
 Inventories of oil, lubricants and other automobile supplies are stated at the
  lower of cost (first-in, first-out) or market.

<PAGE> 23

(2)         Summary of Significant Accounting Policies, Continued
 
 Property and Equipment
 
 Property and equipment are recorded at cost.  The Company changed its method
 of depreciation for equipment, signs and point of sales systems from the
 double declining balance method to the straight-line method for assets
 purchased in 1996.  In addition, the Company changed  the life over which
 equipment is depreciated from five years.  Management made these changes to
 reflect more closely the life of the assets and their depreciating value over
 the periods.  The change in the method and lives of depreciating equipment
 increased net income by $463,389.  Costs of construction of certain long-lived
 assets include capitalized interest which is amortized over the estimated
 useful lives of the related assets.  The Company capitalized interest of
 $124,108 and $133,191 in 1996 and 1995, respectively,  as an additional cost
 of buildings.  No interest was capitalized in 1994.
 
 Amortization
 
 Amortization of other assets is being computed using the straight-line method
 over the following lives:
                                                    Years
   
        Goodwill                            15, 20 and 40
        License fees                        10, 15 and 20
        Organization costs                  5
        Area development agreement          4.5, 10 and 13
        Application fees                    20
        Loan acquisition costs              8 and 9
        Non-compete agreements              5 and 10
        Pre-opening costs                   0.5 and 2
   
   Useful lives of pre-opening costs incurred subsequent to January 1, 1996 were
   shortened from two years to six months, resulting in additional amortization
   expense during the year ended December 31, 1996 of $358,262.
   
   Income Taxes
   
   The Company accounts for income taxes under an asset and liability approach
   that requires the recognition of deferred tax assets and liabilities for the
   expected future tax consequences of events that have been recognized in the
   Company's financial statements or tax returns.  In estimating future tax
   consequences, the Company generally considers all expected future events
   other than enactments of changes in the tax laws or rates.

<PAGE> 24

(2)         Summary of Significant Accounting Policies, Continued
   
   
   Advertising
   
   The Company expenses the cost of advertising as incurred.
   
   Loan Acquisition Costs
   
   The costs related to the issuance of debt are capitalized and amortized to
   interest expense using the effective interest method over the lives of the
   related debt.
   
   Earnings Per Share
   
   Earnings per share are based upon the weighted average number of common and
   common equivalent shares outstanding during the period.  When dilutive,
   options and warrants are included as common equivalent shares using the
   treasury stock method.
   
   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 the reported amounts of revenues
  and expenses during the reporting period.  Actual results could differ from
  those estimates.
  
  Reclassifications
  
  Certain reclassifications have been made to the 1995 financial statements
  to conform with the 1996 presentation.

(3)         Property and Equipment

 Major classifications of property and equipment together with their estimated
 useful lives are summarized below:
<TABLE>
                                                             Lives
                                  1996           1995       (years)
   <S>                      <C>          <C>           <C>
    Land                    $  4,379,053     2,979,944    N/A
    Buildings                 11,017,083     5,935,319    31.5
    Point of sale systems        289,488       152,848    5
    Equipment                  5,666,207     2,798,149    5 and 10
    Furniture and fixtures       337,058       225,474    7
    Signs                        505,995       253,062    7
    Transportation equipment     336,329       302,204    5
    Leasehold improvements     2,400,505     1,011,403    31.5 or remaining life
                                                          of lease
    Software                      75,300          -       Life of lease
    Construction in progress,
      including related land     704,859     2,644,561
                               _________    __________
                              25,711,877    16,302,964
    Accumulated depreciation  (3,205,389)   (2,056,361)
                              __________    __________
                            $ 22,506,488    14,246,603
                             ===========   ===========
</TABLE>

<PAGE> 25

(4)  Income Taxes

   The components of income tax expense (benefit) for the years ended December
   31, 1996, 1995 and 1994 consisted of the following:
<TABLE>
                                    1996        1995         1994
                                    ____        ____         ____
   <S>                          <C>         <C>        <C>
     Current expense:
        Federal                  $ (556,364)  $ 181,694   $ 560,483
        State                          -         69,506     155,927
                                  _________    ________     _______
                                   (556,364)    251,200     716,410
                                  _________    ________     _______
     Deferred expense:
        Federal                     230,466     110,041        -   
        State                        62,892      20,195        -
                                  _________    ________    ________
                                    293,358     130,236        -
                                  _________    ________    ________   
         Total                   $ (263,006)  $ 381,436  $  716,410
                                   ========    ========    ========
</TABLE>
   
   The components of deferred tax assets and deferred tax liabilities as of
   December 31, 1996 and 1995 are as follows:
<TABLE>
                                                 1996         1995  
                                                 ____         ____
   <S>                                         <C>        <C>
     Deferred tax assets:                                
        Accrued expenses                       $     -         3,010
        Allowance for doubtful receivable          13,594      1,012
        State net economic loss carryforwards     169,658     31,098
        Tax credit carryforward                   239,685        -   
                                                _________    _______
         Total gross deferred tax assets          422,937     35,120
        Less valuation allowance                 (121,925)   (24,176)
                                                 ________    _______
         Net deferred tax assets                  301,012     10,944
   
     Deferred tax liabilities:
        Depreciation                             (724,606)  (141,181)
                                                 _________  ________
         Total gross deferred tax liabilities    (724,606)  (141,181)
                                                 _________  ________
   
         Net deferred tax liability           $  (423,594)  (130,237)
                                                =========   ========
</TABLE>
   
   It is management's opinion that it is more likely than not that the net
   deferred tax assets will be realized.  This conclusion is based on the fact
   that the tax credit carryforwards are available indefinitely, there is a
   fifteen year carryforward period for a portion of the state net economic loss
   carryforward and the reversal of the gross deferred tax liabilities.  A
   valuation allowance has been recorded relating to state loss carryforwards
      that expire in three to five years.

<PAGE> 26

(4)  Income Taxes, Continued
   
   The reasons for the difference between actual income tax expense for the
   years ended December 31, 1996, 1995 and 1994 and the amount computed by
   applying the statutory federal income tax rate to earnings before income
   taxes are as follows:

<TABLE>
                                     1996              1995            1994   
                                 ______________  _______________  ______________
                                          % of             % of            % of
                                         pretax           pretax          pretax
                                 Amount earnings  Amount earnings Amount earnings
                                _______ ________  ______ ________ ______ ________
   <S>                       <C>        <C>     <C>       <C>   <C>       <C>
   Income tax (benefit) expense 
    at statutory rate        $ (328,097) (34.0%) $ 313,371 34.0% $ 613,498  34.0%
   State income taxes, 
    net of federal income        41,509    4.3      59,203  6.4    102,912   5.7
    tax benefit
   Other, net                    23,582    2.4       8,862  1.0       -       -
                              _________  ______   ________ ____   ________  ____
    Income tax (benefit)
     expense                 $ (263,006) (27.3%) $ 381,436 41.4% $ 716,410  39.7%
                              =========  =====     ======= =====   =======  ====
</TABLE>
   
(5)         Related Party Transactions

 The Company, through its subsidiaries, entered into management agreements (as
 amended September 9, 1993) with CFA Management, Inc. ("CFA") which is owned by
 certain stockholders of the Company, to operate, manage and maintain the
 subsidiaries' service centers.  The management agreements for the entities
 expire on various dates through 2002.  These agreements may be extended.  For
 its services, CFA Management, Inc. receives a percentage of annual gross sales
 calculated on the basis of all service centers as follows:
 
                        Number of        Management fee
                    service centers     per service center
   
                         1 - 34               4.50%
                        35 - 70               3.00%
                       71 - 100               2.25%
                     More than 100            1.50%
   
   Management fees paid in 1996, 1995 and 1994 were $804,815 and $1,189,800 and
   $923,864, respectively.  CFA agreed to reduce the 1996 management fee by
   $500,000.  CFA agreed to this one time fee reduction in recognition of the
   downward pressure on net income caused by the relatively large number of new,
   unstabilized stores.  Management estimates that a store requires an average
   of twenty-four months to stabilize its customer base.  Further adjustment of
   management fees is not contemplated.  Included in accounts payable at
   December 31, 1996 was an amount due of approximately $115,000.
   
   The Company purchases gasoline additive products from Oil Handlers, Inc.
   which is owned by stockholders of the Company.  Purchases of these products
   amounted to $250,964, $210,536 and $158,486 in 1996, 1995 and 1994,
   respectively.
   
   The Company purchased oil, oil filters and other inventory items from
   Pennzoil Products Company (PPC) in the amount of $3,957,925 during the year
   ended December 31, 1996.  In addition to these purchases, the Company paid
   rent in the amount of $92,556 and dividends on preferred stock of $133,287 to
   PPC during the year ended December 31, 1996.  Included in accounts payable at
   December 31, 1996 was an amount due of $829,879.

<PAGE> 27

(5)         Related Party Transactions, Continued
 
 The Company paid or received the following amounts to Jiffy Lube
 International, a subsidiary of PPC, during the year ended December 31, 1996:
 
                                        Paid (Received)
   
        Royalties                        $  1,514,977
        Rent                                2,160,160
        Operating expenses                    293,757
        License and franchise fees            257,500
        Fleet payments                     (1,305,621)
        Grand opening rebates                (110,304)
        Sears charge credits                 (100,950)
   
(6)         Long-Term Debt

 Long-term debt consists of:
<TABLE>
                                                               December 31,     
                                                            1996        1995
                                                            ____        ____
   <S>                                                <C>            <C>
   Note payable, Citicorp Leasing, Inc., in monthly
    installments beginning October 31, 1996, including
    interest at Eurodollar plus 2.9%, secured by real
    property of the Company (a)                         $ 13,158,608  $ 8,534,756
   Note payable, Citicorp Leasing, Inc., in monthly
    installments including interest at Eurodollar plus
    2.9%, secured by real property of the Company (b)      3,266,750    3,430,008
   Note payable, Centura Bank, in monthly installments
    of $5,145, including interest at 9.25%, secured by
    real property of the Company                             376,262      360,966
   Notes payable, Centura Bank, repaid during the year
    ended December 31, 1996                                     -          71,112
                                                         ___________  ___________
                                                          16,801,620   12,396,842
   Less current portion                                     (969,893)    (328,121)
                                                         ___________   __________
                                
                                                        $ 15,831,727  $ 12,068,721
                                                          ==========   ===========
</TABLE>

   The following are the maturities at December 31, 1996 of long-term debt for
   each of the next five years and in the aggregate.
   
                                           December 31,
                                           ____________
   
        1997                             $    969,893
        1998                                  977,054
        1999                                1,060,453
        2000                                1,418,623
        2001                                1,222,667
        Thereafter                         11,152,930
                                          ___________
                                         $ 16,801,620
                                          ===========
<PAGE> 28

(6)         Long-Term Debt, Continued
 
 (a)During 1995 the Company entered into a Loan and Security agreement with
    Citicorp Leasing ("Lender").  The line of credit in the amount of
    $13,212,237 was converted to a term loan on October 1, 1996.  The principal
    amount of this term loan is to be repaid in 144 consecutive installments
    commencing on October 31, 1996.  The rate of interest is to equal to the
    Eurodollar rate plus 2.9% (8.56% and 8.65% at December 31, 1996 and 1995,
    respectively).
 
 (b)The principal amount of the term loan is to be repaid in 108 consecutive
     installments commencing on August 31, 1995 with a balloon payment of
     approximately $1.3 million in July 2004.  The rate of interest is to equal
     to the Eurodollar rate plus 2.9% (8.56% and 8.65% at December 31, 1996 and
     1995, respectively).  
 
     These loans contain restrictive covenants pertaining to net worth, debt
     coverage and the current ratio.  The Company was in compliance or had
     received waivers in relation to these covenants at December 31, 1996.  
 
(7)         License and Area Development Agreements

 The Company operates Jiffy Lube service centers under individual franchise
 agreements that are part of broader exclusive development agreements with JLI,
 the franchisor.  The exclusive development agreements require the Company to
 identify sites for and develop a specific number of service centers in
 specific territories and the separate franchise agreements each provide the
 Company the right to operate a specific service center for a period of 20
 years, with two, 10-year renewal options.
 
 Each development agreement grants the Company exclusive rights to develop and
 operate a specific number of service centers within a defined geographic area,
 provided that a certain number of service centers are opened over scheduled
 intervals.
 
 
 Raleigh-Durham
 
 The Company has satisfied its obligations to develop service centers under its
 Area Development Agreement for the Raleigh-Durham market area, and currently
 has a right of first refusal to develop any additional service centers which
 JLI may propose to develop or offer to others in this market.  This right
 extends to December 31, 2006 in the Raleigh-Durham market.
 
 Pittsburgh
 
 Under its area development agreement for the Pittsburgh area, the Company has
 satisfied its obligations to develop eight service centers by June 30, 2000. 
 The Company has the right to develop service centers in its Pittsburgh
 territory through June 30, 2004.  After that date, the franchisor may develop
 or franchise others to develop service centers in the Company's territory but
 only after providing the Company with the first right of refusal to develop
 any such centers, which right extends through June 30, 2019.

<PAGE> 29

(7)         License and Area Development Agreements
 
 Cincinnati and Other Areas
 
 The Company has satisfied its obligations to develop service centers under its
 Area Development Agreement for the Cincinnati market area, and currently has a
 right of first refusal to develop any additional service centers which JLI may
 propose to develop or offer to others in this market.  This right extends to
 December 31, 2000 in the Cincinnati market area.
 
 On August 1, 1995, the Company amended its Area Development Agreement for the
 Cincinnati market area to include Toledo, Dayton and Nashville areas and
 operate a specific number of centers within the defined geographical areas
 until July 31, 2004.  The Company has satisfied its development obligation. 
 The Company has a first right of refusal to develop service centers until July
 31, 2019.
 
 Lansing
 
 On May 1, 1996, the Company purchased substantially all of the assets of Quick
 Lube, Inc. which included six service centers in the Lansing, Michigan area. 
 The Company has not entered into an Area Development agreement regarding
 Lansing.  During the year ended December 31, 1995, Quick Lube, Inc. had net
 sales of $3,219,023 and operating income of $219,637.  If the purchase had
 occurred as of January 1, 1995, Quick Lube, Inc. would have incurred
 additional management fees of $96,571 during the year ended December 31, 1996. 
 Included in Lucor's net sales for the year ended December 31, 1996 are net
 sales for these service centers of $2,049,429.
 
 The franchise agreements convey the right to use the franchisor's trade names,
 trademarks, and service marks with respect to specific service centers.  The
 franchisor also provides general construction specifications for the design,
 color schemes and signage for a service center, training, operating manuals
 and marketing assistance.  Each franchise agreement requires the franchisee to
 purchase products and supplies approved by the franchisor.  The initial
 franchise fee payable by the Company upon entering into a franchise agreement
 for a service center varies based on the market area where the Company
 develops the center and the time of development of the center.  For service
 centers which the Company may develop in 1977, the initial franchise fee
 ranges from $12,500 to $25,000.
 
(8)         Commitments and Contingencies

 During 1996, the Company leased software costing $75,300 under a capital lease
 agreement which expires in 1999.  The software associated with this capital
 lease was not placed in service until January 1, 1997, and was accordingly not
 amortized during the year ended December 31, 1996.
 
 The Company has entered into operating leases for the buildings and
 improvements used in the service centers.  Substantially all of the leases are
 net leases.  Several of the leases stipulate rent increases based on various
 formulas for cost of living, percentage of sales, and cost of money increases.

<PAGE> 30

(8)         Commitments and Contingencies, Continued
 
   Future minimum lease payments under noncancellable operating leases and the
   present value of future minimum capital lease payments at December 31, 1996
   are:
<TABLE>
   
                                                Operating   Operating
                                                  leases      leases
                                                   with        with
                                               non-related    related     Capital
                                                  parties     parties     leases
                                               ___________  __________   ________
   <S>                                         <C>           <C>        <C>
   
   1997                                         $  1,434,825  2,079,825    29,909
   1998                                            1,450,606  2,092,299    29,909
   1999                                            1,469,753  2,115,876    24,728
   2000                                            1,476,159  2,085,086      -   
   2001                                            1,504,759  1,931,681      -   
   Thereafter                                     20,231,222 21,203,367      -   
                                                 ___________ __________   _______
   Total minimum lease payments                 $ 27,567,324 31,508,134    84,546
                                                 =========== ==========
   Less amounts representing interest
    (at 11.76%)                                                            12,772
                                                                          _______
   Present value of future minimum lease payments                          71,774
   Less current portion of obligations under
    capital leases                                                         22,664
                                                                          _______
   Capital lease obligations, less current portion                      $  49,110
                                                                         ========
</TABLE>

   Rent expense, including contingent rentals, for the years ended December 31,
   1996, 1995 and 1994 were $3,278,019, $2,458,570 and $1,995,971, respectively.

   As of December 31, 1996 and 1995, the  Company had capital expenditure
   purchase commitments outstanding of approximately $860,000 and $5 million,
   respectively.
   
(9)         Common Stock

 The Company currently has two classes of common stock authorized.
 
 Class A common stock has one vote per share, but may be voted only in
 connection with: (i) the election of directors; (ii) the sale lease, exchange,
 or other disposition of all, or substantially all, of the Company's assets;
 and (iii) the removal of CFA Management, Inc. or a successor management
 company under a Management Agreement with a subsidiary.  Class B shareholders
 have the right to elect a majority of the Directors of the Company.  All
 shares of Class B common stock have equal voting rights and have one vote per
 share in all matters to be voted upon by the shareholders.

 Class B shareholders have preemptive rights.  Upon the sale for cash of shares
 of any class of common stock of the Company, each Class B shareholder has the
 right to purchase that number of shares offered at the offering price, so that
 Class B shareholders are entitled to maintain their overall pro rata holdings
 of common stock.  Holders of Class A common stock and preferred stock have no
 preemptive rights.

<PAGE> 31

(9)  Common Stock, Continued
 
 In December 1994, the Company, in a public stock offering, issued 100,000
 units, at $5.25 per unit, comprised of one share of common stock and one
 warrant to purchase one share of common stock at an exercise price of $9.00
 per share by tendering cash.  Proceeds from the offering, net of commissions
 and related costs of $102,333, were $421,041.  The warrants are exercisable
 within 3 years of issuance.  The Company may redeem the warrants at a price of
 $.02 per warrant with 60 days notification prior to either expiration or
 exercise of the warrants.  100,000 shares of common stock are reserved for
 issuance upon the exercise of the warrants.  There were 99,500 warrants in
 relation to these shares outstanding at December 31, 1996.
 
 During 1994, a note payable in the amount of $415,000 was converted to 79,048
 shares of common stock.
 
 On June 3 1996, the Company sold 759,477 of Class A common stock shares at
 fair market value to PPC.  At December 31, 1996, PPC owned 35% of the Class A
 common stock.  
 
 In May 1996, the Company sold 55,000 shares of Class A common stock to the
 directors of the Company at the fair market value of $6.25.

(10)        Series A Redeemable Preferred Stock

 During 1995 the Company entered into a stock purchase agreement with PPC,
 whereby the Company established 20,000 shares of Series A Redeemable Preferred
 Stock which were issued to PPC at a price of $100 each together with warrants
 to purchase 30,000 shares of Class A common stock at a price of $15 per share.
 
 The Company has the right and option at any time to redeem all, but not part,
 of the Series A Redeemable Preferred Stock by paying in full $100 ("Redemption
 Price") per share plus any accrued and unpaid dividends.  At any time from and
 after the seventh anniversary of the date of issuance of the Series A
 redeemable Preferred Stock PPC shall have the right to cause the Company to
 redeem all, but not part of the Series A Redeemable Preferred Stock by paying
 the Redemption Price.

 The holders of Series A Redeemable Preferred Stock shall be entitled to
 receive cumulative dividends accruing from the date of issuance at the rate of
 $7 per share per annum, payable semiannually on March 31, and September 30, of
 each year.  If, at any time, the Company fails to make a semiannual dividend
 payment on any payment date for any period for which the applicable coverage
 ratio exceeded 1.25 to 1 and the Company is permitted under the terms of its
 Credit Facilities to pay dividends, the dividend rate shall increase by $0.50
 per share per annum.  The increased dividend rate shall remain in effect until
 the earlier of the date all accrued dividends are paid in full or until all
 outstanding shares of Series A Redeemable preferred stock are redeemed at the
 Redemption Price.  The Company paid dividends of $133,287 during the year
 ended December 31, 1996.
 
 The holders of the Series A Redeemable preferred stock shall have no voting
 rights.  In the event of any liquidation, dissolution or winding up of the
 Company, holders of each share of the Series A Redeemable preferred stock have
 be entitled to an amount per share equal to the original price of the Series A
 Redeemable preferred stock plus accumulated dividends up through and including
 the payment date before any payment shall be made to the holders of any stock
 ranking on liquidation junior to the Series A Redeemable preferred stock,
 including the common stock.
 
<PAGE> 32
 
(11)        Preferred Stock

 The Company also has non-redeemable preferred stock with a par value of $0.02. 
 As of December 31, 1996 and 1995, 5,000,000 shares are authorized, but no
 shares had been issued or were outstanding.
 
(12)        Stock Plans

 1991 Nonqualified Stock Plan
 
 The Company has adopted a non-qualified stock plan (as amended) (1991 plan)
 with 150,000 shares of Class "A" common stock reserved for the grant of stock
 or options to key employees, officers and directors of the Company.  Option
 prices may be less than the fair market value of the common stock on the date
 the options are granted.  As of December 31, 1993, options for an additional
 62,500 shares were granted.  During the year ended December 31, 1994, the
 vesting of the options granted in 1992 were accelerated and the options were
 exercised.  In addition, in 1994, an additional 6,940 shares were granted for
 bonuses.  As of December 31, 1995, an additional 120 shares were granted for
 bonuses.  During the year ended December 31, 1996, the vesting for these
 options was accelerated.  The options will expire on June 14, 1997.  All
 shares granted are subject to significant restrictions as to disposition by
 the optionee.  

 1991 Nonqualified Stock Plan, Continued
 
 Changes in the shares authorized, granted and available under the 1991 plan
 are as follows:
 
<TABLE>
                                          Authorized    Granted    Available
                                          __________    ________   _________
   <S>                                    <C>         <C>        <C>
   Balance December 31, 1993                 112,500      62,500     50,000
    Granted ($5.25 per share)                   -         49,880    (49,880)
    Exercised (at prices ranging from $0.2
     to $5.25 per share)                     (69,440)    (69,440)      -  
                                             _______      _______   _______ 
   Balance December 31, 1994                  43,060      42,940        120
    Granted ($8.25 per share)                   -            120       (120)
    Exercised ($8.25 per share)                 (120)       (120)      -   
    Cancelled                                   -           (260)       260
                                             _______     _______    _______
   Balance December 31, 1995                  42,940      42,680        260
    Exercised ($5.25 per share)               (2,000)     (2,000)      -   
                                             _______     _______    _______
   Balance December 31, 1996                  40,940      40,680        260
                                             =======     =======    =======
</TABLE>
   
   Proceeds received from the exercise of stock options are credited to the
   Company's capital accounts.  All of the options outstanding at December 31,
   1996 are exercisable.
   
   Omnibus Stock Plan
   
   On December 27, 1994, the Company adopted, a stock award and incentive plan
   (the "Plan") which permits the issuance of options, stock appreciation rights
   (SARs), limited SARs, restricted stock, and other stock-based awards to
   directors and employees of the Company.  The Plan reserves 600,000 shares of
   Class "A" common stock for grants and provides that the term of each award be
   determined by the committee of the board of directors (the "Committee")
   charged with administering the Plan.  These shares are subject to certain
   transfer restrictions as determined by the committee.

<PAGE> 33

(12)        Stock Plans, Continued
   
   Under the terms of the plan, options granted may be either nonqualified or
   incentive stock options and the exercise price, determined by the committee,
   may not be less than the fair market value of a share on the date of grant. 
   SARs and limited SARs granted in tandem with an option shall be exercisable
   only to the extent the underlying option is exercisable and the grant price
   shall be equal to a percent, as determined by the committee, of the amount by
   which the fair market value per share of stock exceeds the exercise price of
   the SAR.  
   
   As of December 31, 1995, non-qualified options for 102,500 shares had been
   granted at option prices ranging from $5 to $6.87.
   
   During the year ended December 31, 1996, non-qualified options for 50,000
   shares had been granted at option prices ranging from $6.50 to $8.
   
   At December 31, 1996 there were 600,000 shares authorized, 152,500 granted
   and 447,500 available under the Omnibus Stock Plan.  Of these outstanding
   options, 58,750 were exercisable at December 31, 1996.
   
   Directors' Stock Award Plan
   
   On April 4, 1995, the Company adopted a stock award plan for the outside
   directors ("Directors' Plan").  The Directors' Plan reserves 15,000 shares of
   Class "A" common stock for issuance under awards to be granted under the
   Directors' Plan.  The Company granted awards of 1,000 and 1,120 shares during
   the years ended December 31, 1996 and 1995, respectively.  These options were
   exercised at the time of grant.
   
   At December 31, 1996, these were 15,000 shares authorized, 2,000 granted and
   exercised and 13,000 available under the Directors' Plan.
   
   Adoption of Statement of Financial Accounting Standards No. 123
   
   The Company has two fixed option plans which reserve shares of common stock
   for issuance to executives key employees and directors.  The Company has
   adopted the disclosure-only provisions of Statement of Financial Accounting
   Standards No. 123, "Accounting for Stock-Based Compensation."  Accordingly,
   no compensation cost has been recognized for the stock option plans.  Had
   compensation cost for the Corporation's two stock option plans been
   determined based on the fair value at the grant date for awards in 1996 and
   1995 consistent with the provisions of SFAS No. 123, the Corporation's net
   earnings and earnings per share would have been reduced to the pro forma
   amounts indicated below:
   
                                                     1996          1995
                                                     ____          ____
   
    Net income (loss), as reported              $ (835,275)      505,243
    Net income (loss), pro forma                  (923,435)      483,899
    Earnings (loss) per share, as reported           (0.34)         0.26
    Earnings (loss) per share, pro forma             (0.38)         0.25
   
   The pro forma effect on net income for 1996 and 1995 is not representative of
   the pro forms effect on net income in future years because it does not take
   into consideration pro forma compensation expense related to grants made
   prior to 1995.
   
<PAGE> 34
   
(12)        Stock Plans, Continued
   
   The fair value of each option grant is estimated on the date of grant using
   the Black-Scholes option-pricing model with the following assumptions:
   
    Expected dividend yield                          0%
    Expected stock price volatility               30.1%
    Risk-free interest rate                       6.21%
    Expected life of options                    5 years
   
   The weighted average fair value of options granted during 1996 and 1995 is
   $2.84 and $3,34, respectively, per share.

(13)        Net Income Per Common Share

 At December 31, 1996, there are 129,500 shareholder warrants outstanding, no
 preferred stock outstanding, and 193,180 stock options outstanding.
 
 The net income per common share and common equivalent share are calculated by
 deducting dividends applicable to preferred shares from net income and
 dividing the result by the weighted average number of shares of common share
 and common share equivalents outstanding during each of the years.  The number
 of common shares was increased by the number of shares issuable upon the
 exercise of the stock option described in note 12 and this theoretical
 increase in the number of common shares was reduced by the number of common
 shares which are assumed to have been repurchased for the treasury with the
 proceeds from the exercise of the options; these purchases were assumed to
 have been made at $7 and $5.25 and have been treated as outstanding at
 December 31, 1996 and 1995, respectively.  Warrants are not included in the
 fully diluted earnings per share calculation for 1996, 1995 and 1994 because
 they are anti-dilutive.  As earnings per share computed in this manner are not
 more than 3% diluted, earnings per share has been computed as earnings divided
 by the weighted average of common stock outstanding during 1996 and 1995 and
 common stock equivalents have not been used in the calculation.

(14)        Concentration of Credit Risk

 The Company maintains cash balances at several banks.  Accounts at each
 institution are insured by the Federal Deposit Insurance Corporation up to
 $100,000.  At December 31, 1996, cash balances in excess of the insurance
 limits totalled $373,771.  In addition, the Company had a cash balance of
 $858,575 in a money market fund at December 31, 1996 which was not insured.
 

(15)        Profit Sharing Plan

 During 1994, effective for years beginning after January 1, 1995, the Company
 adopted a profit sharing plan pursuant to Section 401(k) of the Internal
 Revenue Code ("Code") whereby participants may contribute a percentage of
 compensation, but not in excess of the maximum allowed under the Code.  The
 plan provides for a discretionary matching contribution by the Company. 
 Employees are eligible for the plan after being employed full time for six
 consecutive months.  For the years ended December 31, 1996 and 1995, the
 Company contributed $46,387 and $42,305, respectively, to the plan.
 
<PAGE> 35
 
(16)        Fair Value of Financial Instruments

 The Company's financial instruments are cash and cash equivalents, notes
 payable and long-term debt and various receivables and payables.  The carrying
 values of these on-balance sheet financial instruments approximate fair value.


<PAGE> 36
<TABLE>
                                        LUCOR, INC. AND SUBSIDIARIES
                           Notes to Consolidated Financial Statements, Continued




(17) Unaudited Quarterly Results

Unaudited quarterly financial information for 1996 and 1995 is set forth in the table below:



                           March                June            September             December     
                     _________________   _________________  __________________   ________________
                       1996     1995       1996     1995      1996      1995       1996      1995
                       ____     ____       ____     ____      ____      ____       ____      ____
                                        All dollar amounts in thousands except per common share data
<S>                 <C>       <C>       <C>      <C>       <C>       <C>       <C>       <C>
Net sales           $  7,897     5,593     9,414     6,410    10,055     7,882    10,408     8,268
Gross profit           6,011     4,231     7,183     4,857     7,702     6,009     7,926     6,308
Preferred dividend
 accrued                 (35)     -          (35)     -          (28)     -          (35)      (35)
Net income (loss)*      (207)      165      (211)      175      (219)      182      (198)      (17)
Earnings (loss) per
 common share*         (0.11)     0.08     (0.08)     0.09     (0.08)     0.09     (0.07)    (0.01)


*Net loss and loss per common share as previously reported for the quarters ended 
June 30, 1996 and September 30, 1996 were ($158) and ($0.062) and ($160) and ($0.057), 
respectively).  The loss reflected above includes additional expense of ($0.021) and 
($0.021) per common share for the quarters ended June 30, 1996 and September 30, 1996, 
respectively.  This additional expense is a result of excess interest expense 
capitalized during the second and the third quarter.
</TABLE>



<PAGE> 37

Item 9 - Changes in and Disagreements with Accountants or Accounting and
         Financial Disclosure

None

<PAGE> 38

                                    PART III

Item 10 - Directors and Executive Officers of the Registrant

   Reference is made to the information set forth in the section entitled
"Election of Directors" in the Proxy Statement, which information is
incorporated herein by reference.

   Reference is made to the information set forth in the section entitled
"Directors and Executive Officers" in the Proxy Statement,which information
is incorporated herein by reference.


Item 11 - Executive Compensation

   Reference is made to the information set forth in the section entitled
"Executive Compensation" in the Proxy Statement, which information is
incorporated herein by reference.


Item 12 - Security Ownership of Certain Beneficial Owners and Management

   Reference is made to the information set forth in the section entitled
"Security Ownership of Certain Beneficial Owners and Management" in the Proxy
Statement, which information is incorporated herein by reference.


Item 13 - Certain Relationships and Related Transactions

   Reference is made to the information set forth in the sections entitled
"Election of Directors" and "Certain Transactions" in the Proxy Statement, which
information is incorporated herein by reference

<PAGE> 39

                                     PART IV
         
Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)     The following documents are filed as part of this report:

   Financial statements and financial statement schedule - see Index to
Consolidated Financial Statements at Item 8 of this report.

(a)(1) and (a)(2) have been deleted.

<PAGE> 40

(a)(3) Exhibits:  Unless otherwise indicated, the following exhibits are
incorporated herein by reference from the Registrant's Registration Statement on
Form S-1, File No. 33-71630, and made a part hereof by such reference.

Exhibit
Number       Exhibit Description

3.1          Articles of Incorporation
3.2          By-Laws of the Registrant
3.3          Amendment to Articles of Incorporation
3.4          Amendment to Articles of Incorporation dated June 27, 1994
4.1          Form of Warrant Agreement
4.2          Form of Common Stock Certificate
4.3          Form of Warrant Certificate
10.1         Area Development Agreement - Carolina Lubes
10.2         Right of First Refusal - Carolina Lubes
10.3         Area Development Agreement and Amendment - Cincinnati Lubes
10.4         Standard form of Franchise Agreement with standard form of
             Amendment to License Agreement
10.5         Standard License Agreement with Amendment
10.6         Citicorp Leasing Credit Facility form of preferred stock
             with designation of rights, and form of Sales Agreement
10.7         Amended and Restated Management Agreement of August 1988
             with Amendments of September 1993 with Carolina Lubes, Cincinnati
             Lubes and CFA Management.
10.8         Deed, Note & Loan Agreement, Milbrook - Carolina Lubes
10.9         Lucor, Inc. Amended and Restated 1991 Non-Qualified Stock
             Plan
10.10        Standard Lease of Inspection Equipment - Carolina Lubes
10.11        Franchise Agreement, Jiffy Lube - Pittsburgh Lubes
10.12        Area Development Agreement, Jiffy Lube - Pittsburgh Lubes
10.13        Management Agreement between Pittsburgh Lubes, Inc. and CFA 
             Management, Inc.
10.14        Lucor, Inc. Omnibus Stock Plan
10.15        Carolina Lubes First Right of Refusal Agreement with Jiffy
             Lube International, Inc. dated December 12, 1994
10.16        Commercial Note - Centura Bank, Pershing Road
10.17        Assignment and Assumption Agreement - P.B. Lubes and 
             Carolina Lubes

              
*  Filed herewith.

<PAGE> 41

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.



                            LUCOR, INC.


                               /s/ Stephen P. Conway
                            By _______________________________________
                                 Stephen P. Conway, Chairman and Chief
                                                Executive Officer

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities indicated on the 11th day of April, 1997.

/s/ Stephen P. Conway 
__________________________  Chairman, Chief Executive Officer and Director
Stephen P. Conway           (Principal Executive Officer)

/s/ Jerry B. Conway
__________________________  President, Chief Operating Officer and Director
Jerry B. Conway             

/s/ Kendall A. Carr
__________________________  Vice President - Finance
Kendall A. Carr             (Principal Financial Officer)

/s/ Martin Kauffman
__________________________  Controller
Martin Kauffman             (Principal Accounting Officer)

/s/ D. Fredrico Fazio
__________________________  Director
D. Fredrico Fazio

/s/ Anthony J. Beisler, III
__________________________  Director
Anthony J. Beisler, III