<PAGE>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                     FORM 10-K
(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  
ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended                  September 30, 1996
                         -----------------------------------------------------
                                           OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                       to 
                               ---------------------    ----------------------
Commission file number                         1-11556
                      --------------------------------------------------------
                                   UNI-MARTS, INC.
------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
           Delaware                                            25-1311379
------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

477 East Beaver Avenue, State College, PA                       16801-5690
------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code       (814) 234-6000         
                                                   ---------------------------
Securities registered pursuant to Section 12(b) of the Act:
                                                    Name of each exchange on
      Title of each class                               which registered
      -------------------                           ------------------------
   Common Stock, $.10 Par Value                     American Stock Exchange
-----------------------------------            -------------------------------
Securities registered pursuant to Section 12(g) of the Act:
                                    None
------------------------------------------------------------------------------
                                 (Title of Class)

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

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
                                                ---       ---
Aggregate market value of the voting stock which consists solely of shares of
common stock held by non-affiliates of the registrant as of December 2, 1996,
computed by reference to the closing sale price of the registrant's common
stock on such date:  $30,149,441.

6,636,095 shares of Common Stock were outstanding at December 2, 1996.

                         This Document Contains 73 Pages.

                                  1

<PAGE>
                       DOCUMENTS INCORPORATED BY REFERENCE


(1)  Portions of the Company's Proxy Statement, in connection with the Annual 
     Meeting of Stockholders expected to be held in February 1997, are 
     incorporated into Part III.

(2)  A portion of the Company's Definitive Proxy Statement for the February
     25, 1988 Annual Meeting of Stockholders, filed on January 28, 1988, is
     incorporated into Part IV.

(3)  A portion of the Company's Definitive Proxy Statement for the February
     22, 1996 Annual Meeting of Stockholders, filed on January 25, 1996, is
     incorporated into Part IV.

(4)  Portions of the Company's Current Report on Form 8-K, dated December 20, 
     1991, are incorporated into Part IV.

(5)  A portion of the Company's Annual Report on Form 10-K for the year ended 
     September 30, 1989, filed on December 27, 1989, is incorporated into 
     Part IV.

(6)  A portion of the Company's Annual Report on Form 10-K for the year ended 
     September 30, 1990, filed on December 20, 1990, is incorporated into 
     Part IV.

(7)  A portion of the Company's Annual Report on Form 10-K for the year ended 
     September 30, 1993, filed on December 29, 1993, is incorporated into 
     Part IV.

(8)  Portions of the Company's Annual Report on Form 10-K for the year ended 
     September 30, 1994, filed on December 23, 1994, are incorporated into 
     Part IV.

(9)  A portion of the Company's Annual Report on Form 10-K for the year ended
     September 30, 1995, filed on December 29, 1995, is incorporated into Part
     IV.

(10) Portions of the Company's Quarterly Report on Form 10-Q for the period 
     ended April 1, 1993, filed on May 15, 1993, are incorporated into Part 
     IV.

(11) Portions of the Company's Quarterly Report on Form 10-Q for the period 
     ended March 30, 1995, filed on May 12, 1995, are incorporated into Part 
     IV.

(12) A portion of the Company's Quarterly Report on Form 10-Q for the period
     ended April 4, 1996, filed on May 15, 1996, is incorporated into Part IV.

(13) A portion of the Company's Registration Statement on Form S-8, File No.
     33-9807, filed on July 10, 1991, is incorporated into Part IV.












                                  2


<PAGE>
PART I.

ITEM 1.  BUSINESS.

COMPANY OVERVIEW


Since its initial public offering in 1986, when it operated 208 convenience
stores, the Company has expanded, primarily through acquisitions of groups of
stores.  The Company currently operates 405 convenience stores in Pennsylvania,
Virginia, New York, New Jersey, Delaware and Maryland, of which 298 sell
gasoline.  Most of the stores are located in small towns and rural locations
where costs of operation are generally lower than in urban areas.  Most Company
stores located in urban and suburban areas have been acquired and are generally
leased on a long-term basis.


The size of the Company's stores ranges from approximately 1,200 to 3,300
square feet, with newly constructed stores generally having over 3,000 square
feet.  The Company's most recently opened location is 10,000 square feet in
size.  Typically, the stores offer a complete line of over 3,000 popular
consumer items.  In addition, the Company offers products designed to increase
store traffic, such as branded fast foods as well as services, including
lottery tickets, free check cashing and automated teller machines ("ATMs"). 
The Company allows store management to tailor the merchandise mix to fit the
needs of each store's community.  The Company believes that this results in
customer loyalty and a more stable profit margin.


Certain statements contained in this report contain forward-looking
information.  Although Uni-Marts, Inc. believes that its expectations are based
on reasonable assumptions within the bounds of its knowledge of its business
and operations, there can be no assurance that actual results will not differ
materially from its expectations.  Factors that could cause actual results to
differ from expectations include volatility of gasoline prices, merchandise
margins, customer traffic and weather conditions.


The following table shows the geographic distribution of the Company's stores
as of September 30, 1996:
                                Company-
                                operated     Franchise    Total

Pennsylvania                      285           27         312
Virginia                           53            1          54
Western New York                   23                       23
Southern New Jersey                              8           8
Delaware                            5                        5
Maryland                            3                        3
                                  ---          ---         ---
                                  369           36         405
                                  ===          ===         ===

The Company commenced its convenience store operations in 1972 and was
incorporated in Delaware in 1977.  In 1986, the Company's shares were
distributed in a tax-free spin-off to the holders of the stock of Unico
Corporation, formerly the Company's parent.  The Company's executive offices
are located at 477 East Beaver Avenue, State College, PA  16801-5690 and its
phone number is (814) 234-6000.



                                  3

<PAGE>
THE CONVENIENCE STORE INDUSTRY


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


The convenience store industry is extremely fragmented.  Currently, there are
many external forces exerting considerable pressure on owners of independent
and small convenience store chains.  One of the major forces is the need to
comply with environmental regulations for underground storage tanks.  The large
capital expenditures required to comply with environmental regulations are also
affecting many operators of gasoline service stations.  As a result of these
forces, there have been and continue to be significant opportunities for
consolidation in the industry.


Recent competitive trends across many retail sectors are having a positive
influence on the convenience store industry as it changes the typical
convenience store's merchandise mix in reaction to market conditions and
customer preferences.  In addition, convenience stores compete not only with
other convenience stores but now also with gasoline distributors which have
converted to convenience stores.  To compete for a broader customer base,
convenience stores are adding prepared foods and new services and improving
store layouts to attract new customers.  As consumer preferences and government
regulations put pressure on tobacco sales, convenience store operators are
improving gasoline dispensing facilities and installing branded fast-food
outlets and ATMs.  In addition, the convenience store industry has aggressively
closed or remodeled underperforming stores. 


STRATEGY


Management believes that the Company is uniquely positioned to take advantage
of current trends in the convenience store industry.  Its strategy is designed
to (i) expand the number of store locations by acquiring chains of convenience
stores and, on a limited basis, through internal growth and (ii) increase
customer traffic, sales volume and profit margins.  Key elements of the
Company's strategy include the following:


     FOCUS ON RURAL AND SMALL-TOWN LOCATIONS.  Most of the Company's stores are
located in small towns and rural locations where costs of operation and levels
of competition are generally lower than in urban and suburban markets.  The
Company's stores in these rural markets often serve as the community's "general
store," providing the convenience of one-stop shopping for customers.  As a
result, the Company is able to provide a wide range of services and products at
favorable margins.  In addition, there tends to be significantly less employee
turnover at the Company's rural and small-town stores.





                                  4

<PAGE>
     MAINTAIN DISCIPLINED EXPANSION PROGRAM.  The Company believes that there
are many acquisition opportunities in its current and adjacent geographic
market areas.  The Company has had and continues to maintain an expansion
program which has increased the number of convenience stores it operates 
through acquisitions of existing chains and construction of new stores.  
Potential acquisition candidates are carefully evaluated by the Company.  In
particular, before pursuing an acquisition, the Company takes into account
whether an acquisition candidate is in compliance with applicable environmental
laws and the level of capital expenditures required for environmental
compliance and to bring the stores up to the Company's standards.


     INSTALL BRANDED FAST-FOOD UNITS.  The Company has been actively adding 
fast-food units such as Burger King, Arby's and Blimpie Subs and Salads to
certain stores.  The Company believes that the recognition associated with
these names increases foot traffic and attracts new customers.  To date the
Company is operating 51 branded fast-food units within its stores, including 35
Blimpie Subs and Salads, 8 Arby's, 5 Burger Kings, 1 Taco Maker, 1 Fox's Pizza
and 1 Manhattan Bagel.  Of the remaining stores, approximately 175 have the
potential to support fast-food units profitably.  The Company plans to continue
adding fast-food units in its existing and newly constructed stores.


     BUILD HIGH-VOLUME GASOLINE DISPENSING FACILITIES.  The Company has been
replacing its traditional gasoline pumping stations with state-of-the-art,
multi-pump high-volume dispensing facilities, which include on-dispenser credit
card readers and large well-lit canopies.  The new dispensers are spaced
farther apart and can dispense all grades of gasoline at a single dispenser,
thereby enabling several customers to fuel their automobiles at the same time. 
In addition, the increased number of gasoline customers served by these new
high-volume dispensing facilities is expected to generate additional customer
traffic and merchandise sales.  The Company has installed 30 high-volume
gasoline dispensing facilities to date and 130 of the Company's remaining
stores have the space necessary for these new high-volume facilities.


     OFFER ADDITIONAL TRAFFIC ENHANCING SERVICES.  The Company offers various
services at its stores, including the sale of lottery tickets, money orders and
prepaid telephone cards, free check cashing and utility bill payments.  In
addition, the Company installed ATMs at 78 locations during fiscal year 1996
and plans to add additional locations in fiscal year 1997.  The Company
believes that the addition of these ATMs, like the addition of branded
fast-food units and high-volume gasoline dispensing facilities, will serve to
increase merchandise and gasoline sales.


MERCHANDISING AND MARKETING


The Company's merchandising and marketing programs are designed to promote
convenience through store location, hours of operation, parking, customer
service, product selection and checkout procedures.  Store hours are intended
to meet customer needs and the characteristics of the community in which each
store is located.  Approximately one-half of the Company's stores are open 24
hours per day, while the majority of the remaining stores are open from 6:00
a.m. to 12:00 midnight.  To alleviate checkout congestion, many of the 
Company's products and services, such as certain prepared fast food, fountain
beverages and gasoline, are sold on a self-service basis.  Most Company stores
provide parking for customers.




                                  5

<PAGE>
Uni-Marts has a separate merchandising and marketing department which develops
and implements promotional and advertising programs, sometimes in conjunction
with suppliers.  Television, radio and newspaper advertisements are used to
promote the Company's name and image.  The Company maintains an employee
training program for all employees which emphasizes the importance of service
to customers and the development of merchandising and marketing skills for its
store managers and store personnel.


     CONVENIENCE STORE MERCHANDISE SALES.  The Company's stores offer dry
grocery items, health and beauty aids, newspapers and magazines, lottery
tickets, dairy products, candy, frozen foods, beverages, tobacco products,
delicatessen foods, fountain drinks and hot coffee.  In recent years,
the Company has emphasized new merchandise sales such as prepared foods and
branded fast foods to increase sales volume and customer traffic.  In addition,
the Company continues to add customer services, such as ATMs, prepaid telephone
cards, free check cashing, utility bill payments, lottery ticket sales and
money orders, all of which are designed to increase customer traffic.  In
addition, some stores offer a video rental program, as well as a variety of
prepared and self-service fast foods, including freshly made sandwiches, hot
dogs, pizza, fried chicken, freshly baked goods, frozen sandwiches, nachos and
soups.


As part of the Company's strategy to increase branded fast foods, in fiscal
year 1994, the Company entered into an agreement with Blimpie International
("Blimpie") to become an area developer (franchisor) for Blimpie Subs and
Salads restaurants in Pennsylvania and western New York.  During fiscal year
1996, the Company added 15 Blimpie branded installations to its stores.  In
addition, the Company added one Taco Maker, one Fox's Pizza, one Manhattan
Bagel, two Burger Kings and five Arby's fast-food units to its stores in fiscal
year 1996.  The Company intends to add more branded fast-food units to its
stores in the future.


     CONVENIENCE STORE GASOLINE SALES.  Convenience store operations and
merchandise sales are enhanced by self-service gasoline facilities, which the
Company plans to include in as many new locations as possible and to add to
existing stores where feasible.  Sales of gasoline products at the Company's
stores are affected by wholesale and retail price volatility, competition and
marketing decisions.  At September 30, 1996, the Company had 298 locations
offering unleaded gasoline, with 157 of these locations also offering kerosene. 
All are branded self-service units, with 284 offering Getty gasoline pursuant
to a petroleum supply agreement, entered into with Getty Petroleum Corp.
("Getty") in December 1991, and the balance offering other major brands.


COMPANY OPERATIONS


     STORE MANAGEMENT.  Each Company-operated store is managed by a store
manager.  Store managers are compensated by salary, as well as incentive
compensation programs on in-store sales volume and profitability.  All Company
stores are divided into groups of approximately eight stores by geographic
area.  Each group is managed by a store supervisor.  A regional manager is
responsible for a number of groups and their store supervisors.  The regional
managers report directly to the Director of Operations, who oversees the
day-to-day operations of the stores.  Managers, supervisors and regional
managers are compensated in part through incentive programs which provide for
quarterly bonuses based on increased profitability of the stores.  The number
of full-time and part-time employees per store depends on the sales volume of
the store and its hours of operation.

                                  6

<PAGE>
     FRANCHISES.  The Company has 36 franchised stores which operate under
various franchise agreements.  Under all franchise agreements, the franchisee
pays a royalty, which varies depending upon the agreement and whether the
Company or the franchisee owns the convenience food store equipment.  The
royalty is based on the store's merchandise sales volume.


As part of its services to 26 franchise locations, the Company provides
accounting services, merchandising and advertising assistance, store layout and
design guidance, supplier and product selection and ongoing operational
assistance.  These franchisees are required to use the same internal control
systems that the Company uses for the stores it operates.  The Company's
financial statements include the sales and costs of sales of these 26
franchised stores.  The Company does not provide these services for ten
franchise locations.  The Company has periodically closed franchised stores and
does not intend to grant new franchises except in connection with new
acquisitions or in other special circumstances.


DISTRIBUTION AND SUPPLY


All 405 stores are serviced at least weekly by vendors.  The Company does not
distribute products to its stores itself.  In order to minimize costs and
facilitate deliveries, the Company utilizes a single wholesale distributor for
most products, pursuant to a seven-year supply agreement.  The Company believes
that it could easily replace this distributor with one or more other
distributors.  Certain products, such as bakery items, dairy products, snacks,
soft drinks, magazines and perishable products, are distributed by wholesale
route salespeople.  As part of the sale of its dairy operation in 1994, the
Company entered into a 10-year supply agreement with the purchaser which
provides for the Company's purchase of all dairy products sold at most of its
Pennsylvania stores.


In 1991 the Company and Getty entered into a five-year gasoline supply
agreement pursuant to which Getty supplies gasoline products to substantially
all of the Company's convenience stores offering self-service gasoline.  During
fiscal year 1996, the Company negotiated an extension of the petroleum supply
agreement with Getty that extends the agreement until December 31, 1997. 


MANAGEMENT CONTROLS AND INFORMATION SYSTEMS


The Company is developing an internal automation system which includes
point-of-sale ("POS") scanning.  The system is designed to improve the
timeliness and accuracy of management information, reduce paperwork at the
store level and enhance cash, pricing and inventory controls.  As of September
30, 1996, installation of this new POS scanning system was completed in 39
stores, with plans to add additional locations during fiscal year 1997.


The Company utilizes its current computer systems for inventory and accounting
control, financial record-keeping and management reporting, allowing management
to monitor closely and evaluate store operations.  The Company's computer
systems are also programmed to identify variances from budgeted amounts by
store on a monthly and year-to-date basis.  In addition, profit and loss
statements by store compare the current year's results for the month and
year-to-date to the previous year's comparable periods.



                                  7

<PAGE>
Store managers are responsible for placing orders for grocery, tobacco, frozen
food and non-food items directly into the central computer system of the
Company's wholesale supplier.  The computer systems are designed to compare
current orders with historical order levels and to reject orders which appear
to be incorrect.  Orders and receiving reports are reviewed by store
supervisors.  Invoices are reviewed and compared to receiving reports by the
Company's accounting personnel and are paid centrally.


The Company's inventory control system is designed to ensure that stores are
adequately stocked, inventories are maintained at levels which minimize
carrying costs and slow-moving items are identified.  As part of the inventory
control system, store management personnel conduct approximately 12 physical
inventories at each store per year.  The physical inventory, coupled with the
computer systems, enables the Company to monitor each store's operating
performance on a continuing basis.  In addition, the Company's internal audit
department, among other things, conducts periodic inventories at a sampling of
stores and reports the results to the Audit Committee of the Company's Board of
Directors.


The Company believes that its automated accounting and inventory control
systems provide the information required for management decisions and expense
control.


The Company believes that its existing and planned systems and controls can
accommodate significant expansion in the number of Company stores.


COMPETITION


The convenience store industry is highly competitive, fragmented and
regionalized.  It is characterized by a few large companies, some medium-sized
companies, such as the Company, and many small independent companies.  Several
competitors are substantially larger and have greater resources than the
Company.  The Company's primary competitors include national chains such as
A-Plus Mini-Markets and Seven-Eleven and regional chains such as Sheetz, WaWa,
Stop-N-Go, Convenient Food Mart, Turkey Hill, Coastal and Co/Go.  The Company
also competes with other convenience stores, small supermarkets, grocery stores
and major and independent gasoline distributors who have converted units to
convenience stores.


Competition for gasoline sales is based on price and location.  The Company
competes primarily with self-service gasoline stations operated by independent
dealers and major oil companies in addition to other convenience stores.


ENVIRONMENTAL COMPLIANCE AND REGULATION


The Company's gasoline operations are subject to federal, state and local
environmental laws and regulations primarily relating to the underground
storage tanks.  The United States Environmental Protection Agency (the "EPA")
has established standards for owners and operators of underground storage tanks
("USTs") relating to, among other things: (i) maintaining leak detection
systems; (ii) upgrading UST systems; (iii) implementing corrective action in
response to releases; (iv) closing out-of-use USTs to prevent future releases;
(v) maintaining appropriate records; and (vi) maintaining evidence of financial 


                                  8

<PAGE>
responsibility for corrective action and compensating third parties for bodily
injury and property damage resulting from UST releases.  All states in which
the Company operates also have adopted these regulatory programs.


Under current federal and certain state regulatory programs, the Company is
obligated to upgrade or replace all noncomplying underground storage tanks it
owns or operates to meet corrosion protection and overfill/spill containment
standards by 1998.  The Company has evaluated each of its stores which sell
gasoline to determine the type of expenditures required to comply with these
and other requirements under the federal and state UST regulatory programs.


Management believes that the Company is currently in material compliance with 
all applicable federal and state laws and regulations.  The Company has spent
substantial amounts of money to upgrade all of its underground storage tanks 
to meet the applicable standards and requirements and intends to expend
approximately $2.0 million over the next two fiscal years to maintain
compliance.  The Company has adopted a program to ensure that new gasoline
installations comply with federal and state regulations and that existing
locations are upgraded if required under these regulations.  For a discussion
of the capital expenditures planned for environmental compliance, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."


GOVERNMENTAL REGULATION


In addition to the laws and regulations referred to under "Environmental
Compliance and Regulation," certain other aspects of the Company's business are
governed by federal, state and local statutes.  As a franchisor, the Company is
also subject to federal and state laws governing franchising, which include,
among other matters, the commencement and termination of franchises. 


Management believes that the Company is currently in material compliance with
all applicable federal and state laws and regulations.


TRADEMARKS


The name "UNI-MART" and the Company's UNI-MART logo were registered with the
U.S. Patent and Trademark Office as of May 31, 1983, and are owned by and
licensed from Uni-Marts of America, Inc., a wholly owned subsidiary of the
Company.


EMPLOYEES


As of September 30, 1996, the Company had approximately 2,850 employees,
approximately 1,280 of which were full-time.  The Company believes that its
employee relations are good.  None of the Company's employees are covered by a
collective bargaining agreement.







                                  9

<PAGE>
ITEM 2.  PROPERTIES.


The following table sets forth certain information with respect to
administrative and storage facilities owned or leased by the Company as of
September 30, 1996:

                   Type of    Square
Location          Ownership   Footage   Use
--------          ---------   -------   ---
State College, PA  Leased      26,500   Administrative offices

State College, PA  Owned        5,400   Administrative offices

State College, PA  Leased       2,800   State Gas & Oil offices and             
                                        garage

Oak Hall, PA       Leased      19,400   Storage facility

Pittsburgh, PA     Leased       3,400   Regional office and storage
                                        facility

Camp Hill, PA      Leased       3,700   Regional office and storage
                                        facility

Lancaster, PA      Leased       3,000   Regional office and storage
                                        facility

Roanoke, VA        Leased         500   Storage facility


The Company's above-referenced leased administrative offices and storage
facility in State College and Oak Hall, PA, respectively, are leased from HFL
Corporation.  HFL Corporation is controlled by Henry D. Sahakian, the Company's
Chairman of the Board and Chief Executive Officer, and his brother, Daniel D.
Sahakian, a Director of the Company.  The State Gas & Oil division offices and
garage are leased from Unico Corporation, which is also controlled by Henry D.
Sahakian and Daniel D. Sahakian.


Of the Company's 405 convenience store locations, 125 are owned by the Company,
10 are leased from affiliated parties and 270 are leased from unaffiliated
parties.  Most leases are for initial terms of five to ten years with renewal
terms of five years available at the Company's option.  Under most leases, the
Company is responsible for the payment of insurance, taxes and maintenance.  Of
the leased locations, 10 are subleased to franchisees.  Of the 270 stores
leased from unaffiliated parties, 115 were leased from Getty in December 1991,
of which 111 leases expire in December 1997.  The Company also owns five
gasoline service stations which are leased to unaffiliated operators.  As of
September 30, 1996, the Company had two stores under construction.













                                  10


<PAGE>
The Company's store leases expire as follows:

          Lease expiration date (1)     Number of facilities
          -------------------------     --------------------
                  1997                           12
                  1998                          123
                  1999                            3
                  2000                           10
                  2001 and later                132

------------------
(1) Most of the Company's leases have one or more renewal options at an
    agreed upon rental or fair market rental at the end of their initial
    terms.  The table assumes the exercise of these renewal options.


The Company has generally renewed its leases prior to their expiration.  Where
renewals have not been available or the Company otherwise determines to change
location, the Company generally has been able to locate acceptable alternative
facilities.


The lease for the Company's executive offices in State College, Pennsylvania,
expires in December 2000.


Management considers all properties currently in use, owned or leased, to be in
good condition, well maintained and suitable for current operations.


ITEM 3.  LEGAL PROCEEDINGS.


The Company is not a party to any pending material legal proceeding.  Under its
risk-retention program, the Company is responsible for the first $300,000 of
any workers' compensation claim and the first $250,000 of most other liability
exposures.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.


Not Applicable.


PART II


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


The Company's Common Stock is listed on the American Stock Exchange under the
symbol "UNI."  The transfer agent and registrar for shares of the Company's
Common Stock is ChaseMellon Shareholder Services, L.L.C., Ridgefield Park, New
Jersey.  As of December 2, 1996, the Company had 6,636,095 shares of its Common
Stock outstanding.





                                  11

<PAGE>
Set forth below is a table which shows the high and low sale prices as
reflected on the American Stock Exchange and dividends paid on Common Stock for
each quarter in the two most recent fiscal years.

                          FIRST    SECOND      THIRD     FOURTH
                         QUARTER   QUARTER    QUARTER    QUARTER
                         -------   -------    -------    -------
1996
----
Cash Dividends per share  $.0275    $.0300     $.0300     $.0300

Price Range:
     High                 9 5/8     8 5/8      8 3/8      8 1/4
     Low                  6 7/8     7 7/8      7 1/2      7 3/8



                          FIRST    SECOND      THIRD     FOURTH
                         QUARTER   QUARTER    QUARTER    QUARTER
                         -------   -------    -------    -------
1995
----
Cash Dividends per share  $.0275    $.0275     $.0275     $.0275

Price Range:
     High                 6         5 7/8      5 9/16     8
     Low                  4 3/4     5 1/8      5 1/4      5 3/4



Effective in January 1996, the Company elected to increase the quarterly
dividends on its Common Stock to the rate of $.03 per share.  However, there
can be no assurance of future dividends because they are at the discretion of
the Company's Board of Directors and are dependent on future earnings, capital
requirements and financial condition.  In addition, certain debt agreements may
restrict the Company's ability to declare and pay dividends on Common Stock. 
The amount of retained earnings available for such dividends at September 30,
1996 was $7,106,400.

At December 2, 1996, the Company had approximately 414 stockholders of record
of Common Stock.  The Company believes that approximately 47 percent of its
Common Stock is held in street or nominee names.





















                                       12

<PAGE>
   ITEM 6.  SELECTED FINANCIAL DATA.
<TABLE>
                        SELECTED CONSOLIDATED FINANCIAL DATA
          (In thousands, except per share, per gallon and number of stores data)

   The following table of selected consolidated financial data of the Company, except
   for Operating Data, has been derived from the financial statements and related
   notes of the Company which have been audited by Deloitte & Touche LLP, Independent
   Auditors, as indicated in their report relating to the fiscal years ended September
   30, 1996, 1995 and 1994, included elsewhere in this report.  The data should be read
   in conjunction with the financial statements, related notes and other financial
   information included elsewhere in this report.
<CAPTION>
                                        Fiscal Year Ended September 30,
                                   1996     1995     1994     1993     1992  
                                 -------- -------- -------- -------- --------
<S>                              <C>      <C>      <C>      <C>      <C>
STATEMENTS OF EARNINGS DATE:
 Sales and other income by the
  Company and its franchisees:
   Merchandise sales             $182,482 $180,343 $181,331 $185,560 $180,223
   Gasoline sales                 148,829  143,690  132,215  130,891  118,833
   Dairy sales                          0        0   10,495   20,328   21,749
   Other income                     2,501    2,978    2,575    2,597    3,520
                                 -------- -------- -------- -------- --------
      Total                       333,812  327,011  326,616  339,376  324,325
 Cost of sales                    247,458  240,164  239,751  249,896  239,007
                                 -------- -------- -------- -------- --------
 Gross profit                      86,354   86,847   86,865   89,480   85,318
 Selling                           65,823   64,416   65,904   67,324   65,127
 General and administrative         6,971    6,915    6,462    6,889    6,394
 Depreciation and amortization      6,058    5,533    5,660    6,667    6,709
 Interest                           2,854    3,323    3,297    4,061    4,791
                                 -------- -------- -------- -------- --------
 Earnings before income taxes       4,648    6,660    5,542    4,539    2,297
 Income taxes                       1,677    2,506    1,877    1,417      784
                                 -------- -------- -------- -------- --------
 Net earnings                    $  2,971 $  4,154 $  3,665 $  3,122 $  1,513
                                 ======== ======== ======== ======== ========
 Earnings per share              $    .46 $    .66 $    .54 $    .46 $    .22
                                 ======== ======== ======== ======== ========
 Dividends per share             $  .1175 $  .1100 $  .1000 $  .1000 $  .1000
                                 ======== ======== ======== ======== ========
 Weighted average shares
   outstanding                      6,509    6,297    6,813    6,858    6,909
                                 ======== ======== ======== ======== ========

</TABLE>














                                       13

<PAGE>
<TABLE>
<CAPTION>
<S>                              <C>      <C>      <C>      <C>      <C>
OPERATING DATA (CONVENIENCE STORES
 ONLY):
 Average, per store, for stores open
  two full years:
   Merchandise sales             $    456 $    448 $    441 $    426 $    420
   Gasoline sales                $    492 $    478 $    433 $    399 $    390
   Gallons of gasoline sold           477      468      468      436      406
 Gross profit per gallon of 
  gasoline                       $   .120 $   .132 $   .117 $   .106 $   .108
 Total gallons of gasoline sold   144,059  139,842  139,512  136,820  119,032

 Number of stores open at year 
  end                                 405      414      417      444      445
 Stores added                           2        3        3        2        2
 Stores added by acquisition                                              141
 Stores closed                         11        6       30        3       37

BALANCE SHEET DATA:
 Working capital                 $  1,663 $  2,330 $    981 $  2,923 $  2,552
 Total assets                     105,038   95,670   93,036  105,353  104,089
 Long-term obligations             38,964   33,343   32,954   40,028   45,781
 Stockholders' equity              36,062   32,579   28,803   29,222   26,627

</TABLE>




































                                  14

<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND        
         RESULTS OF OPERATIONS.


Matters discussed below should be read in conjunction with "Statements of
Earnings Data" and "Operating Data (Convenience Stores Only)" on the preceding
page. 


The Company's revenues are derived primarily from sales of merchandise and
gasoline at its 405 convenience stores.  In recent years the sale of gasoline
has become an increasingly significant part of the Company's revenues. 
Gasoline sales as a percentage of total revenues have increased from 40.5% in
fiscal year 1994 to 43.9% in fiscal year 1995 to 44.6% in fiscal year 1996. 
Average gasoline sales per store, for stores open two full years, have
increased from approximately $433,000 in fiscal year 1994 to approximately
$478,000 in fiscal year 1995 to approximately $492,000 in fiscal year 1996, as
a result of the increase in the selling price per gallon and the increase in
gallons sold.  While the Company expects to sell more gallons as it continues
to implement its strategy of adding high-volume gasoline dispensing facilities,
the price of gasoline can be volatile, and there can be no assurance that an
increase in sales volume will result in higher revenues or gross profits.


Average merchandise sales per store, for stores open two full years, have
increased from approximately $441,000 in fiscal year 1994 to approximately
$448,000 in fiscal year 1995 to approximately $456,000 in fiscal year 1996. 
This merchandise sales growth trend is primarily the result of increased sales
of branded fast-food items and the enhancement of in-store traffic enhancing
services, such as the sale of lottery tickets, money orders and prepaid
telephone cards, utility bill payments, ATMs and free check cashing.  The
Company intends to continue to add fast-food units to its stores as well as
other services designed to enhance in-store traffic.  Tobacco sales represented
approximately 27% of total merchandise sales in each of the last three fiscal
years.  There has been volatility in selling prices as a result of competition
among cigarette manufacturers.  Since the Company expects this volatility to
continue, it has sought increased sales of other merchandise to offset the
uncertainty in cigarette sales.


The Company has grown primarily through acquisitions of groups of convenience
stores.  Following acquisitions, the Company consolidates by closing redundant
or underperforming stores.  Periodically, the Company has converted franchised
stores to Company-operated locations.  In general, the Company does not intend
to expand the number of franchised stores it operates, except in connection
with acquisitions or other special circumstances.


In connection with the Company's strategy to focus on expanding its convenience
stores, the Company made a strategic decision to dispose of its dairy
operation.  In April 1994, the Company consummated the sale of the dairy
operation for approximately $6.4 million.  The cash proceeds of the sale were
primarily used for capital expenditures, including remodeling, modernizing
stores and adding branded fast-food units.








                                  15


<PAGE>
Convenience stores selling gasoline have been heavily affected by environmental
regulations principally concerning underground storage tanks, which require
large capital expenditures in order to achieve compliance.  In the late 1980's,
the Company made significant expenditures to meet, and exceed, applicable
standards.  Management believes that the Company is currently in compliance
with all applicable federal and state environmental laws and regulations and 
expects to make necessary expenditures in the future to maintain compliance. 
In addition, the Company has adopted a program to ensure that new gasoline
installations comply with federal and state regulations.






















































                                  16

<PAGE>
RESULTS OF OPERATIONS


The following table sets forth the percentage relationship of certain expense
items to total revenues.  Since the Company's franchise agreements for 26 of
the Company's 36 franchise locations permit the Company to exercise complete
control over the operations of these 26 franchised stores and the Company bears
the attendant risks of ownership, the results of operations include sales and
related cost of sales of stores operated by these franchisees.  It should be
noted that the primary factors influencing the percentage relationship of cost
of sales to revenues are the volatility of gasoline prices and the proportional
increase in the number of stores selling gasoline.  On a percentage basis, the
gross profit on gasoline sales is significantly less than the gross profit on
merchandise sold in the convenience stores.

                                   Fiscal Year Ended September 30,
                                      1996      1995       1994 
                                     ------    ------     ------
Revenues:
  Merchandise sales                   54.7%     55.2%      55.5%
  Gasoline sales                      44.6      43.9       40.5
  Dairy sales                          0.0       0.0        3.2
  Other income                         0.7       0.9        0.8
                                     -----     -----      -----
Total revenues                       100.0     100.0      100.0
Cost of sales                         74.1      73.4       73.4
                                     -----     -----      -----
Gross profit:
  Merchandise (as a percentage of
   merchandise sales)                 36.2      36.0       35.4
  Gasoline (as a percentage of
   gasoline sales)                    11.9      13.2       12.9
  Dairy products (as a percentage of
   dairy sales)                        0.0       0.0       29.8

Total gross profit                    25.9      26.6       26.6

Costs and expenses:
  Selling                             19.7      19.7       20.2
  General and administrative           2.1       2.1        2.0
  Depreciation and amortization        1.8       1.7        1.7
  Interest                             0.9       1.0        1.0
                                     -----     -----      -----
Total expenses                        24.5      24.5       24.9
                                     -----     -----      -----
Earnings before income taxes           1.4       2.1        1.7
Income taxes                           0.5       0.8        0.6
                                     -----     -----      -----
Net earnings                           0.9%      1.3%       1.1%
                                     =====     =====      =====













                                  17

<PAGE>
FISCAL YEAR 1996 COMPARED TO FISCAL YEAR 1995


During fiscal year 1996, the Company opened two new stores including a 10,000
square foot location which includes several types of fast-food operations,
a mailing center, a bank and a car wash.  The Company also closed ten
underperforming locations and one location which was replaced by one of the new
stores.  Total revenues were $333.8 million in fiscal year 1996, compared to
$327.0 million in fiscal year 1995, an increase of $6.8 million, or 2.1%.


Although the Company had fewer stores in operation, merchandise sales increased
by $2.1 million, or 1.2%, to $182.5 million in the current fiscal year from
$180.3 million in fiscal year 1995.  This increase is due to increased sales
levels per store which is partially due to additional fast-food locations. 
Merchandise sales at comparable stores increased 1.1%.


Gasoline sales increased $5.1 million, or 3.6%, from $143.7 million in the
prior fiscal year to $148.8 million in fiscal year 1996.  The gasoline sales
increase is due to the sale of additional gallons of gasoline as well as a
slight increase in the retail selling price per gallon.


In fiscal year 1996, gross profits on merchandise sales were $66.1 million
compared to $64.9 million in the prior fiscal year, an increase of $1.2
million, or 1.9%.  This increase is due to the higher sales volume as well as
slightly higher gross profit rates.


Gross profits on gasoline sales declined $1.2 million, or 6.4%, from $19.0
million in fiscal year 1995 to $17.8 million in the current fiscal year.  This
decline is the result of a decrease in gross profits per gallon of gasoline
sold at the Company's stores from $0.132 in fiscal year 1995 to $0.120 in
fiscal year 1996.  


Other income decreased $500,000, to $2.5 million in fiscal year 1996 from $3.0
million in the prior fiscal year, largely due to lower rental income and
promotional allowances.


Selling expenses of $65.8 million in fiscal year 1996 were $1.4 million, or
2.2%, higher than selling expenses of $64.4 million in fiscal year 1995,
primarily the result of increased staffing and maintenance costs.  General and
administrative expense increased by $56,000, or 0.8%, due largely to higher
professional fees.  Depreciation and amortization expense increased $525,000,
or 9.5%, due to additional depreciation of convenience store capital
expenditures.  Interest expense declined by $468,000, due largely to lower
interest rates, interest capitalization and lower average debt levels.


Primarily as a result of a $493,000 reduction in gross profits and the $1.4
million increase in selling expenses, earnings before income taxes in fiscal
year 1996 declined by $2.0 million, or 30.2%, from $6.7 million in fiscal year
1995 to $4.6 million in the current fiscal year.  Income taxes decreased by
$829,000 due to lower pre-tax income.  Net earnings declined by $1.2 million to
$3.0 million, or $0.46 per share, in fiscal year 1996 from $4.2 million, or
$0.66 per share, in fiscal year 1995.




                                  18

<PAGE>
FISCAL YEAR 1995 COMPARED TO FISCAL YEAR 1994


The Company opened one new store during fiscal year 1995 and rebuilt two
locations.  The Company also closed six locations in fiscal year 1995,
including three franchised locations.  Total revenues were $327.0 million in
fiscal year 1995 compared to $326.6 million in fiscal year 1994.  Fiscal year
1994 revenues included $10.5 million of dairy sales which were not included in
fiscal year 1995 since the Company's dairy operation was sold on April 1, 1994. 
Exclusive of dairy sales, total revenues increased 3.4% from fiscal year 1994
to fiscal year 1995.


Because the Company had fewer stores in operation, merchandise sales decreased
by $987,000, or 0.5%, from $l81.3 million in fiscal year 1994 to $180.3 million
in fiscal year 1995.  Merchandise sales at comparable stores increased by 0.9%.


Gasoline sales increased $11.5 million, or 8.7%, from $132.2 million in fiscal
year 1994 to $143.7 million in fiscal year 1995.  The gasoline sales increase
is due primarily to higher retail selling prices per gallon sold.


Gross profits on merchandise sales in fiscal year 1995 were $725,000 higher
compared to fiscal year 1994 due to higher gross profit rates.  As a percentage
of merchandise revenues, gross profits increased from 35.4% in fiscal year 1994
to 36.0% in fiscal year 1995, primarily as a result of a differing mix of
merchandise sold, which included higher margin items such as branded fast food.


Gross profits on gasoline sales increased by $2.0 million, or 11.6%, in fiscal
year 1995 compared to fiscal year 1994 as a result of an increase in gross
profits per gallon sold at the Company's convenience stores.  Gross profits per
gallon sold increased from $0.117 in fiscal year 1994 to $0.132 in fiscal year
1995, the result of favorable trends in wholesale gasoline price fluctuations. 
As a percentage of gasoline revenues, gross profits increased from 12.9% in
fiscal year 1994 to 13.2% in fiscal year 1995.


Other income, consisting primarily of rental income, promotional allowances and
franchise royalties, increased from $2.6 million in fiscal year 1994 to $3.0
million in fiscal year 1995.  The increase was primarily due to a higher level
of promotional allowances, which offset decreases in other components of other
income.


Total operational expenses attributable to the Company's dairy operation
decreased from $2.6 million in fiscal year 1994 to no expense in fiscal year
1995.  Excluding such expenses, selling expenses in fiscal 1995 of $64.4
million were $702,000, or 1.1%, higher than fiscal year 1994 selling expenses
of $63.7 million.  This increase is the result of increased convenience store
expenses.  General and administrative expense increased $453,000, or 7.0%,
primarily due to increased employee compensation and incentive programs. 
Depreciation and amortization decreased by $127,000, or 2.2%, reflecting the
expense reduction due to the April 1994 dairy sale offset by additional
depreciation of convenience store capital improvements.  Interest expense
remained relatively level as lower borrowing levels were offset by higher
interest rates.





                                  19

<PAGE>
As a result of the factors mentioned above, earnings before income taxes in
fiscal year 1995 increased by $1.1 million, or 20.2%, from $5.5 million in
fiscal year 1994 to $6.7 million in fiscal year 1995.  Income taxes increased
by $629,000 due to higher pre-tax income and a reduced level of tax credits. 
Net earnings grew by $489,000 from $3.7 million, or $0.54 per share, in fiscal
year 1994 to $4.2 million, or $0.66 per share, in fiscal year 1995.

                                     
SEASONALITY AND QUARTERLY RESULTS


The Company's business has been subject to moderate seasonal influences with
higher sales in the third and fourth fiscal quarters of each year, since
customers tend to purchase more convenience items, such as ice, beverages and
fast food, and more gasoline during the warmer months.  Due to adverse weather
conditions, merchandise sales for the second fiscal quarter have generally been
lower than other quarters. However, because of price volatility, gasoline
profit margins fluctuate significantly throughout the year.
<TABLE>
<CAPTION>
                                   (In thousands, except per share data)

                                              QUARTER ENDED
                      ------------------------------------------------------------------------------------------ 
                      Dec. 29,      Mar. 30,     June 29,      Sep. 30,    Jan. 4,   Apr. 4,   July 4,   Sep. 30,
                        1994          1995         1995          1995        1996     1996      1996      1996  
<S>                   <C>           <C>          <C>           <C>         <C>       <C>       <C>       <C>
Revenues:
  Merchandise sales   $43,608       $40,163      $46,479       $50,093     $46,362   $42,050   $47,513   $46,557
  Gasoline sales       35,749        32,299       37,049        38,593      37,219    33,550    40,833    37,227
  Other income            547           689        1,398           344         553       998       479       471
                      -------       -------      -------       -------     -------   -------   -------   -------
Total revenues         79,904        73,151       84,926        89,030      84,134    76,598    88,825    84,255

Cost of sales          58,421        52,645       63,176        65,922      61,192    56,493    66,351    63,422
                      -------       -------      -------       -------     -------   -------   -------   -------
Gross profit           21,483        20,506       21,750        23,108      22,942    20,105    22,474    20,833

Costs and expenses:
  Selling              15,628        15,783       16,444        16,561      16,833    15,961    16,636    16,393
  General & 
   administrative       1,631         1,638        1,831         1,815       1,653     1,505     1,826     1,987
  Depreciation & 
   amortization         1,337         1,346        1,386         1,464       1,453     1,467     1,498     1,640
  Interest                787           833          796           907         785       773       793       503
                      -------       -------      -------       -------     -------   -------   -------   -------
Earnings before 
 income taxes           2,100           906        1,293         2,361       2,218       399     1,721       310

Income taxes              756           345          500           905         820       145       609       103
                      -------       -------      -------       -------     -------   -------   -------   -------
Net earnings          $ 1,344       $   561      $   793       $ 1,456     $ 1,398   $   254   $ 1,112   $   207
                      =======       =======      =======       =======     =======   =======   =======   =======
Earnings per share    $  0.21       $  0.09      $  0.13       $  0.23     $  0.22   $  0.04   $  0.16   $  0.03
                      =======       =======      =======       =======     =======   =======   =======   =======
Weighted average shares
  outstanding           6,279         6,291        6,303         6,316       6,368     6,727     6,776     6,649
                      =======       =======      =======       =======     =======   =======   =======   =======
</TABLE>



LIQUIDITY AND CAPITAL RESOURCES


Net cash provided by operating activities was $5.8 million for the year ended
September 30, 1996, as compared to $10.9 million for fiscal year 1995.  The
decrease was principally due to lower net income in 1996 and increases in
inventories and prepaid expenses.


Net cash used in investing activities was $17.7 million for fiscal year 1996 as
compared to $8.4 million for fiscal year 1995.  Purchases of property,
equipment and improvements, consisting primarily of building two new stores, 

                                  20

<PAGE>
remodeling existing stores and purchasing two existing stores, were $17.3
million in fiscal year 1996 and $8.6 million in fiscal year 1995.


Net cash provided by financing activities was $5.8 million in fiscal year 1996
as compared to cash used by financing activities of $3.7 million in fiscal year
1995.  The difference of $9.5 million is largely due to additional borrowings
of $10.0 million in fiscal year 1996.


Most of the Company's sales are for cash and its inventory turns over rapidly. 
As a result, the Company's daily operations do not require large amounts of
working capital.  The Company has budgeted approximately $12 million in fiscal
year 1997 for capital expenditures, including construction of new stores,
remodeling and upgrading of existing stores and gasoline dispensing facilities
and environmental compliance.  In addition, the Company anticipates debt and
capital lease payments of approximately $3.4 million in fiscal year 1997.


On December 26, 1995, the Company signed an agreement with its bank group to
borrow $10 million on an interest-only basis for a period of three years. 
Proceeds from the loan were used to complete major remodels, including the
addition of branded fast-food units to existing stores, upgrading gasoline
dispensing facilities to high-volume pumping units, and new store construction. 
The Company has available $5.8 million under existing credit agreements at
September 30, 1996.


The Company anticipates that cash presently available and cash generated from
operations and bank credit facilities will be sufficient to fulfill its cash
requirements in fiscal year 1997 and for the foreseeable future.


IMPACT OF INFLATION


The Company believes that inflation has not had a material effect on its
results of operations in recent years.  Generally, increases in the Company's
cost of merchandise can be quickly reflected in higher prices of goods sold. 
However, the upward movement of gasoline costs may have short-term negative
effects on profit margins, since the Company's ability to raise gasoline prices
can be limited due to competition from other self-service gasoline outlets.  In
addition, fluctuation of gasoline prices can limit the ability of the Company
to maintain stable gross margins.



















                                  21

<PAGE>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.



                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


The Board of Directors and Stockholders
Uni-Marts, Inc.
State College, Pennsylvania


We have audited the accompanying consolidated balance sheets of Uni-Marts, Inc.
and subsidiaries as of September 30, 1996 and 1995, and the related
consolidated statements of earnings, stockholders' equity and cash flows for
each of the three years in the period ended September 30, 1996.  These
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on the financial statements based on
our audits.

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, such consolidated financial statements present fairly, in all
material respects, the financial position of Uni-Marts, Inc. and subsidiaries
as of September 30, 1996 and 1995 and the results of their operations and their
cash flows for each of three years in the period ended September 30, 1996, in
conformity with generally accepted accounting principles.




/S/ DELOITTE & TOUCHE LLP

October 24, 1996




















                                  22

<PAGE>
<TABLE>
                        UNI-MARTS, INC. AND SUBSIDIARIES
                        --------------------------------
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------

<CAPTION>
                                                 September 30,
                                              1996           1995
                                          ------------   -----------
     A S S E T S
     -----------
<S>                                       <C>            <C>
CURRENT ASSETS:
  Cash                                    $  1,207,929   $ 7,325,513
  Marketable equity securities                 387,282       434,508
  Accounts receivable - less allowances of
    $74,600 and $123,800                     2,826,887     2,411,984
  Inventories                               17,807,998    15,564,752
  Prepaid and current deferred taxes         2,491,978     1,563,670
  Prepaid expenses and other                 1,560,816       885,684
                                          ------------   -----------
     TOTAL CURRENT ASSETS                   26,282,890    28,186,111


NET PROPERTY, EQUIPMENT AND IMPROVEMENTS    71,794,100    60,258,913 


NET INTANGIBLE AND OTHER ASSETS              6,960,752     7,224,839
                                          ------------   -----------
     TOTAL ASSETS                         $105,037,742   $95,669,863
                                          ============   ===========

</TABLE>





























                                  23


<PAGE>
<TABLE>
                        UNI-MARTS, INC. AND SUBSIDIARIES
                        --------------------------------
                          CONSOLIDATED BALANCE SHEETS
                          ---------------------------
                                  (Continued)

<CAPTION>
                                                 September 30,
                                               1996          1995
                                           ------------  -----------
     LIABILITIES AND STOCKHOLDERS' EQUITY
     ------------------------------------
<S>                                       <C>           <C>
CURRENT LIABILITIES:
  Accounts payable                         $ 15,389,440  $15,915,088
  Accrued expenses                            5,852,143    6,560,360
  Current maturities of long-term debt        3,272,957    3,272,958
  Current obligations under capital leases      105,071      108,053
                                           ------------  -----------
     TOTAL CURRENT LIABILITIES               24,619,611   25,856,459

LONG-TERM DEBT, less current maturities      38,343,024   32,616,236

OBLIGATIONS UNDER CAPITAL LEASES,
  less current maturities                       620,871      726,545

DEFERRED TAXES                                2,394,700    2,876,400

DEFERRED INCOME AND OTHER LIABILITIES         2,997,125    1,015,521

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Common Stock, par value $.10 a share:
    Authorized 15,000,000 shares
    Issued 7,279,684 and 7,042,886
    shares, respectively                        727,968      704,289

  Additional paid-in capital                 24,287,858   23,134,580

  Retained earnings                          14,696,776   12,494,863

  Less unrealized loss on securities      (      54,401)           0
                                           ------------  -----------
                                             39,658,201   36,333,732
  Less treasury stock, at cost - 621,197
    and 697,421 shares of Common Stock,
    respectively                          (   3,595,790)(  3,755,030)
                                           ------------  -----------
                                             36,062,411   32,578,702
                                           ------------  -----------
     TOTAL LIABILITIES AND STOCKHOLDERS' 
      EQUITY                               $105,037,742  $95,669,863
                                           ============  ===========

</TABLE>



                 See notes to consolidated financial statements

                                  24

<PAGE>
<TABLE>
                        UNI-MARTS, INC. AND SUBSIDIARIES
                        --------------------------------
                       CONSOLIDATED STATEMENTS OF EARNINGS
                       -----------------------------------


<CAPTION>
                                      Year Ended September 30,
                                   1996         1995         1994
                               ------------ ------------ ------------
<S>                            <C>          <C>          <C>
REVENUES:
  Merchandise sales            $182,481,748 $180,343,639 $181,330,700
  Gasoline sales                148,829,207  143,689,680  132,215,444
  Dairy sales                             0            0   10,494,832
  Other income                    2,501,324    2,978,052    2,574,932
                               ------------ ------------ ------------
                                333,812,279  327,011,371  326,615,908
                               ------------ ------------ ------------
COSTS AND EXPENSES:
  Cost of sales                 247,457,964  240,164,720  239,750,829
  Selling                        65,822,709   64,416,108   65,904,333
  General and administrative      6,970,780    6,915,288    6,462,162
  Depreciation and amortization   6,058,030    5,532,744    5,659,881
  Interest                        2,854,552    3,322,550    3,296,480
                               ------------ ------------ ------------
                                329,164,035  320,351,410  321,073,685
                               ------------ ------------ ------------
EARNINGS BEFORE INCOME TAXES      4,648,244    6,659,961    5,542,223

INCOME TAXES                      1,677,200    2,506,200    1,877,100
                               ------------ ------------ ------------
NET EARNINGS                   $  2,971,044 $  4,153,761 $  3,665,123
                               ============ ============ ============
EARNINGS PER SHARE                 $.46         $.66         $.54
                                   ====         ====         ====
WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING       6,509,458    6,297,362    6,813,408
                                  =========    =========    =========

</TABLE>



















                    See notes to consolidated financial statements

                                  25
<PAGE>
<TABLE>
   
                                               UNI-MARTS, INC. AND SUBSIDIARIES
                                               --------------------------------
                                        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                        ----------------------------------------------- 

<CAPTION>

                                   Common Stock
                                  Par Value $.10
                                      a share
                               Authorized 15,000,000     Unrealized        Additional
                                       Shares              Loss On          Paid-In    Retained         Treasury Stock
                                Shares         Amount    Securities         Capital     Earnings       Shares     Amount
                               ---------      --------   ----------       ----------- ------------    -------   ----------
<S>                            <C>            <C>         <C>             <C>         <C>      <C>      <C>
Balance -October 1, 1993       6,973,498      $697,350                    $22,757,888  $ 6,042,889      92,049 ($  276,148)

  Purchase of treasury stock                                                                           661,670 ( 3,647,779)

  Issuance of common stock        23,000         2,300                        139,916                 ( 31,481)     94,446

  Net earnings                                                                           3,665,123

  Dividends ($.1000 per share)                                                        (    672,962)                       
                               ---------      --------   -------          -----------  -----------     -------  ----------
Balance - September 30, 1994   6,996,498       699,650         0           22,897,804    9,035,050     722,238 ( 3,829,481)

  Issuance of common stock        46,388         4,639                        236,776                 ( 24,817)     74,451

  Net earnings                                                                           4,153,761

  Dividends ($.1100 per share)                                                        (    693,948)                       
                               ---------      --------   -------          -----------  -----------     -------  ----------
Balance - September 30, 1995   7,042,886       704,289         0           23,134,580   12,494,863     697,421 ( 3,755,030)

  Purchase of treasury stock                                                                            94,075 (   754,457)

  Issuance of common stock       236,798        23,679                      1,153,278                 (170,299)    913,697

  Unrealized loss on securities                         ( 54,401)

  Net earnings                                                                           2,971,044    

  Dividends ($.1175 per share)                                                        (    769,131)                       
                               ---------      --------   -------          -----------  -----------     -------  ----------
Balance - September 30, 1996   7,279,684      $727,968  ($54,401)         $24,287,858  $14,696,776     621,197 ($3,595,790)
                               =========      ========   =======          ===========  ===========     =======  ==========

</TABLE>

























                       See notes to consolidated financial statements

                                        26

<PAGE>
<TABLE>
                              UNI-MARTS, INC. AND SUBSIDIARIES
                              --------------------------------
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                            -------------------------------------
<CAPTION>

                                                     Year Ended September 30,
                                                 1996          1995          1994
                                             ------------  ------------   ------------
<S>                                         <C>           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Cash received from customers and others    $335,079,196  $326,516,241   $328,770,047
  Cash paid to suppliers and employees      ( 325,132,418)( 309,676,039) ( 314,018,227)
  Net receipts for sales and purchases
   of trading equity securities                   455,289        45,267
  Dividends and interest received                  44,675       112,393        235,198
  Interest paid (net of capitalized 
   interest of $297,000 in 1996)            (   2,892,365)(   3,258,761) (   3,342,457)
  Income taxes paid                         (   1,778,900)(   2,862,500) (   2,488,500)
                                             ------------  ------------   ------------
     NET CASH PROVIDED BY OPERATING
      ACTIVITIES                                5,775,477    10,876,601      9,156,061

CASH FLOWS FROM INVESTING ACTIVITIES:
  Receipts from sale of capital assets            268,124       297,939      4,195,118
  Purchase of property, equipment and
   improvements                             (  17,296,373)(   8,637,466) (   5,112,481)
  (Payments) receipts for sales and
   purchases of available-for-sale
   securities                               (     441,683)                     231,849
  Cash advanced for intangible and
   other assets                             (     371,287)(     260,965) (     368,112)
  Cash received for intangible and
   other assets                                   116,058       250,112         47,960
                                             ------------  ------------   ------------
     NET CASH USED IN INVESTING ACTIVITIES  (  17,725,161)(   8,350,380) (   1,005,666)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on revolving credit agreement    (   1,000,000)
  Additional long-term borrowings              10,000,000       250,000
  Principal payments on debt                (   3,381,869)(   3,430,753) (   7,100,539)
  Purchases of treasury stock               (      79,457)               (   1,684,734)
  Proceeds from issuance of common stock        1,062,557       140,728         62,000
  Dividends paid to stockholders            (     769,131)(     693,948) (     672,962)
                                             ------------  ------------   ------------
     NET CASH PROVIDED (USED) BY
      FINANCING ACTIVITIES                      5,832,100 (   3,733,973) (   9,396,235)
                                             ------------  ------------   ------------
NET DECREASE IN CASH                        (   6,117,584)(   1,207,752) (   1,245,840)

CASH AT BEGINNING OF YEAR                       7,325,513     8,533,265      9,779,105
                                             ------------  ------------   ------------
CASH AT END OF YEAR                          $  1,207,929  $  7,325,513   $  8,533,265
                                             ============  ============   ============

</TABLE>






                                        27

<PAGE>
<TABLE>
                              UNI-MARTS, INC. AND SUBSIDIARIES
                              --------------------------------
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                            -------------------------------------
                                          (Continued)
<CAPTION>
                                                    Year Ended September 30,
                                               1996         1995        1994
                                            ----------  -----------  ----------
<S>                                        <C>         <C>          <C>
RECONCILIATION OF NET EARNINGS TO NET
  CASH PROVIDED BY OPERATING ACTIVITIES:

NET EARNINGS                                $2,971,044  $ 4,153,761  $3,665,123

ADJUSTMENTS TO RECONCILE NET EARNINGS TO
  NET CASH PROVIDED BY OPERATING ACTIVITIES:
   Depreciation and amortization             6,058,030    5,532,744   5,659,881
   Net unrealized holding loss on trading
    securities                                               49,251
   Gain on sale of marketable securities                            (   120,515)
   Loss on sale of capital assets and other    150,545      143,668     280,651
   Change in assets and liabilities:
    (Increase) decrease in:
      Trading equity securities                434,508       88,407
      Accounts receivable                  (   414,903)(    243,335)  2,594,958
      Inventories                          ( 2,243,246)(    456,295)  1,413,586
      Prepaid expenses                     ( 1,669,640)(      4,199)    499,954
    Increase (decrease) in:
      Accounts payable and accrued expenses( 1,233,865)   2,004,689 ( 4,114,311)
      Deferred income taxes and other
       liabilities                           1,723,004 (    392,090)(   723,266)
                                            ----------  -----------  ----------
  TOTAL ADJUSTMENTS TO NET EARNINGS          2,804,433    6,722,840   5,490,938
                                            ----------  -----------  ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES   $5,775,477  $10,876,601  $9,156,061
                                            ==========  ===========  ==========

</TABLE>

     SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
       AND FINANCING ACTIVITIES:

     During fiscal 1994, the Company accepted $1,308,000 worth of the Company's 
     Common Stock as repayment of a note receivable from an officer.
     (See Note G)














                       See notes to consolidated financial statements

                                        28


<PAGE>
                         UNI-MARTS, INC. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  YEARS ENDED SEPTEMBER 30, 1996, 1995 AND 1994


A.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
     ------------------------------------------
     The Company is an independent operator of convenience stores located in
     Pennsylvania, Virginia, New York, New Jersey, Delaware and Maryland.

     (1)  Principles of Consolidation -- The consolidated financial
          statements include the accounts of the Company and its wholly
          owned subsidiaries.  All material intercompany balances and
          transactions have been eliminated.

     (2)  Marketable Equity Securities -- Pursuant to Statement of
          Financial Accounting Standards No. 115, "Accounting for Certain
          Investments in Debt and Equity Securities," ("SFAS 115") the
          Company's marketable equity securities are stated at fair value
          based on published quotes.  Management determines the proper
          classification of investments in marketable equity securities at
          the time of purchase and reevaluates such designations as of each
          balance sheet date.  At September 30, 1996 all securities were
          designated as available-for-sale, with unrealized gains and losses
          reported as a separate component of stockholders' equity.             
          Realized gains and losses on sales of investments, as determined
          on a specific identification basis, are included in the
          consolidated Statements of Earnings.  At September 30, 1995 all
          securities were designated as trading securities under the
          provisions of SFAS 115 and unrealized holding gains and losses
          are reflected in earnings.  Marketable securities include the
          following:

                                              September 30, 
                                             1996       1995
                                           --------   --------
          Available-for-sale securities:
            Cost                           $441,683   $      0
            Less unrealized holding losses   54,401          0
                                           --------   --------
            Fair value                     $387,282   $      0
                                           ========   ========

          Trading equity securities:
            Cost                           $      0   $483,759
            Less unrealized holding losses        0     49,251
                                           --------   --------
            Fair value                     $      0   $434,508
                                           ========   ========

     (3)  Inventories -- The Company values its merchandise inventories at the
           lower of cost (first-in, first-out method) or market, as determined
           by the retail inventory method.  Gasoline inventories are valued at
           the lower of cost (first-in, first-out method) or market.







                                  29

<PAGE>
A.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
     ------------------------------------------------------
     (4)  Property, Equipment and Improvements -- Depreciation and
          amortization are calculated using the straight-line method over the
          useful lives of the related assets.  Amortization of improvements to
          leased properties is based on the remaining terms of the leases or
          the estimated useful lives of such improvements, whichever is
          shorter.  Interest costs incurred on borrowed funds during the
          period of construction of capital assets are capitalized as a
          component of the cost of acquiring those assets.  The amount of
          interest capitalized in fiscal year 1996 was $297,000.

     (5)  Intangible and Other Assets -- Intangible and other assets consist
          of the following:

                                           September 30,
                                         1996         1995
                                      -----------  -----------
          Goodwill                    $ 6,498,671  $ 6,498,671
          Lease acquisition costs       1,296,637    1,639,505
          Non-competition agreements    1,213,040    1,213,040
          Other                         1,986,989    1,694,767
                                      -----------  -----------
                                       10,995,337   11,045,983
          Less accumulated 
          amortization                  4,034,585    3,821,144
                                      -----------  -----------
                                      $ 6,960,752  $ 7,224,839
                                      ===========  ===========

          Goodwill represents the excess of cost over the fair value of net
          assets acquired in business combinations and is amortized on a
          straight-line basis over periods of 5 to 40 years.  Lease
          acquisition costs are the bargain element of acquired leases and are
          being amortized on a straight-line basis over the related lease
          terms.  Non-competition agreements are amortized over the terms of
          the particular agreements.  It is the Company's policy to
          periodically review and evaluate the recoverability of the
          intangible assets by assessing current and future profitability and
          cash flows and to determine whether the amortization of the balances
          over their remaining lives can be recovered through expected future
          results and cash flows.  The Company must adopt Statement of
          Financial Accounting Standards No. 121, "Accounting for the
          Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed
          Of," ("SFAS 121") in fiscal year 1997.  Adoption of SFAS 121 is not
          expected to have a significant effect on the financial position or
          results of operations of the Company.

     (6)  Self-Insurance Reserves -- The Company assumes the risks for general 
          liability and workers' compensation insurance exposures up to
          certain loss thresholds set forth in separate insurance contracts. 
          The Company has established self-insurance reserves for these risks,
          which are recorded on a present value basis using the risk-free
          treasury rate of 6.0%, using actuarial valuations provided by
          independent companies.  At September 30, 1996 and 1995, the Company
          had self-insurance reserves totaling $2,460,300 and $2,705,600,
          respectively.






                                  30


<PAGE>
A.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
     ------------------------------------------------------
     (7)  Income Taxes -- The Company accounts for income taxes under the
          provisions of Statement of Financial Accounting Standards No. 109,
          "Accounting for Income Taxes," ("SFAS 109").  SFAS 109 requires the
          Company to compute deferred taxes on the difference between the
          financial statement and tax basis of assets and liabilities using
          enacted tax rates.

     (8)  Operations -- The Company operates 405 convenience stores, 36 of
          which are operated by franchisees (39 in 1995 and 46 in 1994).  
          During fiscal 1996, the results of operations include sales and
          costs of sales of 26 of these franchisees for which the Company
          exercises complete control and bears the attendant risks of
          ownership (28 in 1995 and 33 in 1994).  Net sales of stores operated
          by these franchisees were $11,597,000 (1996), $13,057,200 (1995) and 
          $14,163,600 (1994).

     (9)  Earnings Per Share -- Earnings per share for the years ended
          September 30, 1996, 1995 and 1994 were calculated based on the 
          weighted average number of shares of common stock outstanding. 
          Common stock equivalents were not considered in the computation of
          earnings per share as the effect was not significant to the
          Company.

     (10) 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 may differ from those estimates
          and assumptions.

     (11) New Accounting Pronouncements -- In October 1995, the Financial
          Accounting Board issued Statement of Financial Accounting Standards
          No. 123, "Accounting for Stock-Based Compensation," ("SFAS 123"), 
          which will be adopted by the Company in fiscal year 1997 as
          required by the statement.  The Company has elected to continue to
          measure such compensation expense using the method prescribed by
          Accounting Principles Board Opinion No. 25, "Accounting for Stock
          Issued to Employees," as permitted by SFAS 123.  When adopted, SFAS
          123 will not have a significant effect on the Company's financial
          position or results of operations but will require the Company to
          provide expanded disclosure regarding its stock-based employee
          compensation plans.

     (12) Reclassifications -- Certain reclassifications have been made to the 
          1995 and 1994 financial statements to conform to the
          classifications used in 1996.













                                  31


<PAGE>
B.   PROPERTY, EQUIPMENT AND IMPROVEMENTS - AT COST:
     ----------------------------------------------

                                                             Estimated
                                       September 30,          Life in
                                     1996         1995         Years
                                 ------------ -----------    ---------
    Land                         $ 15,618,241 $14,823,317   
    Buildings                      39,324,176  34,952,245     30-35
    Machinery and equipment        41,197,286  34,823,917      3-20
    Capitalized property and
      equipment leases              1,643,775   1,643,775      5-25
    Leasehold improvements         12,770,219  10,575,655      1-20
    Construction in progress        3,055,772     854,219
                                 ------------ -----------
                                  113,609,469  97,673,128

    Less accumulated depreciation
      and amortization             41,815,369  37,414,215
                                 ------------ -----------
                                 $ 71,794,100 $60,258,913
                                 ============ ===========


C.   INTERIM CREDIT FACILITIES:
      -------------------------
     The Company has a $13.5 million revolving credit agreement with a bank
     group at the bank's prime rate or a fixed rate option at the Company's
     election, with a maximum of $3.5 million available for issuance of
     letters of credit.  The revolving credit facility is committed for a
     two-year period expiring February 28, 1998, or a later date as approved
     by the bank group.  At September 30, 1996, borrowings of $5.0 million and
     letters of credit of $2.7 million were outstanding under the agreement.
     




























                                  32

<PAGE>
D.   LONG-TERM DEBT:
     --------------
                                                           September 30,
                                                         1996        1995
                                                      ----------- -----------
    Term Loan.  Interest is paid at least quarterly.
      Principal on the note will be repaid in 16
      quarterly installments beginning October 31,
      1997.  The interest rate was 7.82% at 
      September 30, 1996.                             $16,741,488 $16,741,488

    Term Loan.  Interest is paid at least quarterly.
      Principal on the note will be repaid in fiscal
      1999.  The interest rate was 7.82% at
      September 30, 1996.                              10,000,000

    Senior Notes of the Company.  Interest is paid
      in semiannual installments at a blended rate
      of 10.50%.  Principal on the notes will be 
      repaid in five semiannual installments.           7,570,068  10,636,735

    Revolving Credit Agreement.  Interest is paid
      quarterly.  The interest rate was 8.25% at
      September 30, 1996.  (See Note C)                 5,000,000   6,000,000

    Mortgage Loans Payable.  Principal and interest
      are paid in monthly installments.  The loans
      expire in years 1999 through 2010 with interest
      ranging from 8.25% to 9.00%.  The blended
      interest rate was 8.57% at September 30, 1996.    2,304,425   2,510,971
                                                      ----------- -----------
                                                       41,615,981  35,889,194
    Less current maturities                             3,272,957   3,272,958
                                                      ----------- -----------
                                                      $38,343,024 $32,616,236
                                                      =========== ===========

     The mortgage loans are collateralized by $7,206,000 of property, at cost.

     Aggregate maturities of long-term debt during the next five years,
     including payments due in connection with the senior notes and the term
     loans, are as follows:

         September 30,
             1997                        $ 3,273,000
             1998                         12,529,900
             1999                         16,157,700
             2000                          4,691,600
             2001                          4,131,200
             Thereafter                      832,581          
                                         -----------                        
                                         $41,615,981
                                         ===========

     Certain of the Company's debt agreements contain covenants which provide
     for the maintenance of minimum working capital and net worth as well as
     limitations on future indebtedness, sales and leasebacks and dispositions
     of assets.  These agreements may restrict the Company's ability to
     declare and pay dividends on common stock.  The amount of retained
     earnings available for such dividends at September 30, 1996 was
     $7,106,400.


                                  33

<PAGE>
E.   COMMITMENTS AND CONTINGENCIES:
     -----------------------------
     (1)  Leases -- The Company leases its corporate headquarters, a majority
          of its store locations and certain equipment.  Future minimum
          lease payments under capital leases and noncancellable operating
          leases with initial or remaining terms in excess of one year at
          September 30, 1996 are shown below.  Some of the leases provide for
          additional rentals when sales exceed a specified amount and contain
          variable renewal options and escalation clauses.  Rental income in
          connection with the lease of certain properties is also provided. 
          Such rental income was $1,128,500 in 1996, $1,221,700 in 1995 and 
          $1,245,300 in 1994.


                                    Capital    Operating     Rental
                                    Leases      Leases       Income
                                  ----------  -----------  ----------
          1997                    $  196,400  $ 8,711,600  $  816,500
          1998                       167,700    4,826,100     471,100
          1999                       132,100    2,655,600     210,100
          2000                       139,900    1,988,800     171,700
          2001                       125,000    1,417,600     101,600
          Thereafter                 416,000    5,787,700     178,700
                                  ----------  -----------  ----------
          Total future minimum
            lease payments         1,177,100  $25,387,400  $1,949,700
          Less amount                         ===========  ==========
            representing interest    451,100
                                  ----------
          Present value of future
            payments                 726,000
          Less current maturities    105,100
                                  ----------
                                  $  620,900
                                  ==========

          Rental expense under operating leases was as follows:

                                     Year Ended September 30,
                                  1996         1995        1994
                               -----------  ----------- -----------
          Minimum rentals      $10,871,700  $10,537,700 $10,503,400
          Contingent rentals        84,500       98,800      87,500
                               -----------  ----------- -----------
                               $10,956,200  $10,636,500 $10,590,900
                               ===========  =========== ===========

     (2)  Change of Control Agreements -- The Company has change of control
          agreements with its four executive officers pursuant to which each
          executive officer will receive remuneration of 2.99 times his base
          compensation if his employment is terminated due to a change of
          control as defined in the agreements.  Remuneration which might be
          payable under these agreements has not been accrued in the
          consolidated financial statements as a change of control has not
          occurred.








                                  34

<PAGE>
F.   INCOME TAXES:
     ------------
      The provision for income taxes includes the following:


                                 Year Ended September 30,
                               1996        1995        1994
                            ----------  ----------  ----------
    Current tax expense:
      Federal               $1,895,800  $2,572,400  $2,129,600
      State                     40,000     290,100     358,900
                            ----------  ----------  ----------
                             1,935,800   2,862,500   2,488,500
                            ----------  ----------  ----------
    Deferred tax expense:
      Federal              (   126,200)(   214,200)(   343,300)
      State                (   132,400)(   142,100)(   268,100)
                            ----------  ----------  ----------
                           (   258,600)(   356,300)(   611,400)
                            ----------  ----------  ----------
                            $1,677,200  $2,506,200  $1,877,100
                            ==========  ==========  ==========

     Deferred tax liabilities (assets) are comprised of the following at
     September 30:

                               1996        1995        1994
                            ----------  ----------  ----------
    Depreciation            $3,928,900  $3,512,500  $3,460,800
                            ----------  ----------  ----------
    Gross deferred tax 
      liabilities            3,928,900   3,512,500   3,460,800
                            ----------  ----------  ----------

    Insurance reserves     ( 1,085,400)( 1,120,100)(   766,400)
    Capital leases         (   107,600)(   119,600)(   130,700)
    Deferred compensation  (   268,100)(   211,900)(   171,500)
    Deferred income        (   816,300)(    91,600)(   173,800)
    Intangible assets      (   182,400)(   155,000)(   132,300)
    Deferred tax payments              (    96,200)
    Other                  (   110,500)(   100,900)(   112,600)
                            ----------  ----------  ----------
    Gross deferred tax
      assets               ( 2,570,300)( 1,895,300)( 1,487,300)
                            ----------  ----------  ----------
                            $1,358,600  $1,617,200  $1,973,500
                            ==========  ==========  ==========

     The financial statements include noncurrent deferred tax liabilities of
     $2,394,700 and $2,876,400 in 1996 and 1995, respectively, and current
     deferred tax assets of $1,036,100 and $1,259,200 which are included in
     prepaid and current deferred taxes.  No valuation allowance is required
     because, based upon the weight of available evidence, it is more
     likely than not that all of the deferred tax assets will be realized.
     








                                  35

<PAGE>
F.   INCOME TAXES (CONTINUED):
     ------------------------
     A reconciliation of the provision for income taxes to an amount
     determined by application of the statutory federal income tax rate
     follows:

                                       Year Ended September 30,
                                     1996        1995        1994
                                  ----------  ----------  ----------
     Statutory rate               $1,580,400  $2,264,400  $1,884,400
     Increase (decrease)
       resulting from:
         Tax credits                                     (    82,500)
         Nondeductible items          66,200      83,000      76,800
         State taxes (net)       (    61,000)     97,700      59,900
         Other (net)                  91,600      61,100 (    61,500)
                                  ----------  ----------  ----------
     Tax provision                $1,677,200  $2,506,200  $1,877,100
                                  ==========  ==========  ==========


G.   RELATED PARTY TRANSACTIONS:
     --------------------------
     On September 2, 1994, the Company purchased 315,000 shares of its Common
     Stock from Henry D. Sahakian, Chairman of the Company's Board, at $5.25
     per share.  The closing price of the Company's Common Stock on the
     American Stock Exchange on that date was $5.375 per share.  On this date,
     amounts due to the Company from Mr. Sahakian of $1,308,000 were paid.
     
     Certain directors and officers of the Company are also directors,
     officers and shareholders of Unico Corporation ("Unico"), formerly the
     Company's parent, and other affiliated companies.  The following is a
     summary of significant transactions with these entities:
     
     (1) The Company leases six stores and certain other locations from Unico
         and leases it corporate headquarters and four additional locations
        from affiliates of Unico.  Aggregate rentals in connection with these
        leases were $693,400 (1996), $700,300 (1995) and $887,000 (1994).

     (2) The Company charges an affiliate of Unico for general and 
         administrative services provided.  Such charges amounted to $11,100
         (1996), $10,400 (1995) and $9,900 (1994).

     (3) During fiscal year 1996, the Company purchased a store location from 
         Unico at fair market value for $116,200.

     The Company received commissions from Coinfone Telecommunications, Inc.
     ("CTI") for coin-operated telephones installed at convenience store 
     locations.  The majority of the stock of CTI is beneficially owned or 
     controlled by persons related to Henry D. Sahakian.  Commissions received 
     from CTI were $445,000 (1996), $310,300 (1995) and $241,400 (1994).

     In fiscal year 1995, the Company acquired property for $1,605,300 by
     exercising a property option that was controlled by Whitehall Associates,
     a partnership in which the Company was a partner.  Bruce K. Heim, a
     director of the Company, is also a partner in a partnership which
     controls 75% of Whitehall Associates.  The Company also paid rents to
     Whitehall Associates in the amounts of $86,300 (1995) and $129,800
     (1994).



                                  36


<PAGE>
G.   RELATED PARTY TRANSACTIONS (CONTINUED):
      -------------------------------------

     In fiscal year 1996, the Company paid rents of $40,000 to Nicholas, Heim
     and Kissinger Associates, a partnership in which Bruce K. Heim is also a
     partner.  The Company has also signed a commitment to purchase this
     property for $1,500,000 if certain conditions are met.
     
H.   RETRIEMENT SAVINGS AND INCENTIVE PLAN:
     -------------------------------------
     The Company has a contributory retirement savings plan covering all
     employees meeting minimum age and service requirements.  The Company will 
     match one-half of employee contributions up to 3% of the employee's 
     compensation.  The Company's contributions are invested in the Company's 
     Common Stock.  The Board of Directors may elect to make additional
     contributions to be allocated among all eligible employees in accordance
     with provisions of the plan.  The retirement savings plan expense, which
     is funded currently, was $113,800 (1996), $111,100 (1995) and $116,000
     (1994).

I.   DEFERRED COMPENSATION PLAN AND PERFORMANCE UNIT PLAN:
     ----------------------------------------------------
     The Company has a nonqualified unfunded deferred compensation plan which
     permits key executives to elect annually (via individual contracts) to
     defer a portion of their compensation until their retirement, death or
     disability.  The Company makes a 50% matching contribution not exceeding
     $5,000 annually per executive.  The deferred compensation expense was
     $28,200, $27,000 and $24,700 for the years ended September 30, 1996, 1995
     and 1994, respectively.

     The Company has recorded the assets and liabilities for the deferred 
     compensation plan in the consolidated balance sheets because such assets
     and liabilities belong to the Company rather than to any plan or trust. 
     The  asset and matching liability of $747,500 and $568,000 at September
     30, 1996 and 1995, respectively, include employee deferrals, accrued
     earnings and matching contributions of the Company.
     
     The Company also has a Performance Unit Plan to provide long-term
     incentives to senior executives.  Under the Performance Unit Plan, the
     amount of compensation is determined over the succeeding three-year
     period based upon performance of the Company as well as individual goals
     for the senior executives.  Compensation expense recognized under this
     plan was $99,200 and $100,000 for fiscal years 1996 and 1995,
     respectively.

J.   EQUITY COMPENSATION PLANS:
     -------------------------
     The Company has reserved 326,277 shares of common stock which can be
     issued in accordance with the terms of the Company's Equity Compensation
     Plan, as amended (the "Plan").  The Plan terminated on September 26, 1996
     and was replaced by the 1996 Equity Compensation Plan (the "1996 Plan")
     discussed below.

     At the Annual Meeting of Stockholders held on February 22, 1996, the 1996 
     Plan was approved.  The provisions of the 1996 Plan are similar to those
     of the Plan.  The aggregate number of shares of common stock which may be 
     issued shall not exceed 1,000,000 shares.

     Both the Plan and the 1996 Plan are collectively discussed as the "Plans"
     on the following page.   


                                  37

<PAGE>
J.   EQUITY COMPENSATION PLANS (CONTINUED):
     -------------------------------------
     A committee of the Board of Directors has authority to administer the
     Plans, and the committee may grant qualified incentive stock options to
     employees of the Company, including officers, whether or not they are
     directors.  The Plans also provide that all nonemployee directors will
     receive annual nonqualified stock option grants for 2,000 shares of
     common stock plus 500 shares for each full year the director has served
     as a member of the board, up to a maximum of 4,000 shares per grant, on
     the date of each annual meeting.  Nonemployee directors will also receive
     grants of stock equal in value to and in lieu of two-thirds of the
     retainer due to such director.  The Company granted 4,116 and 6,223
     shares of common stock to nonemployee directors under the Plans during
     fiscal years 1996 and 1995, respectively.  The exercise price of all
     options granted under the Plans may not be less than the fair market
     value of the common stock on the date of grant and the maximum allowable
     term of each option is ten years.  For qualified stock options granted to
     any person who holds more than 10% of the voting power of the outstanding
     stock, the exercise price may not be less than 110% of the fair market
     value and the maximum allowable term is five years.

     Information regarding outstanding options is presented below.  All
     options outstanding are exercisable except for options granted during the
     year ended September 30, 1996.

     Outstanding Options for Shares of Common Stock:

                               Outstanding Options    Price Per Share
                               -------------------    ---------------
    Balance, October 1, 1993        410,229           $2.50 to $7.00
    Granted                          58,770           $5.38 to $5.91
    Exercised                      ( 23,000)          $2.50 to $3.50
    Canceled                       ( 14,925)          $3.50 to $7.00
                                    -------
    Balance, September 30, 1994     431,074           $2.50 to $6.36
    Granted                          73,000           $5.38 to $5.63
    Exercised                      ( 40,165)          $2.50 to $6.36
    Canceled                              0           
                                    -------
    Balance, September 30, 1995     463,909           $2.50 to $6.36
    Granted                          96,260           $7.00 to $8.50
    Exercised                      (232,682)          $2.50 to $6.36
    Canceled                       (  1,210)          $5.37
                                    -------
    Balance, September 30, 1996     326,277           $2.50 to $8.50
                                    =======
    Exercisable at 
     September 30, 1996             230,017           $2.50 to $6.36
                                    =======
    Balance of Shares Reserved for
      Grant at September 30, 1996         0
                                    =======











                                  38

<PAGE>
K.   NONQUALIFIED STOCK OPTIONS:
     --------------------------
     On February 26, 1993, the Company made a one-time, special grant of  
     nonqualified stock options to Henry D. Sahakian and Daniel D. Sahakian
     each to purchase 150,000 shares of common stock of the Company at a price
     of $4.50 per share in exchange for their relinquishment of effective
     voting control of the Company as a result of the elimination of the
     super-majority voting provisions of the Class B Common Stock.  These
     nonqualified stock options are not related to the Company's Equity
     Compensation Plan.  Henry D. Sahakian exercised his option during fiscal
     year 1996 by exchanging 84,375 shares of the Company's Common Stock   
     valued at $675,000.  Daniel D. Sahakian's stock option expires on
     February 25, 1998.


L.   SALE OF DAIRY OPERATION:
     -----------------------
     In April 1994, the Company sold the net assets of its dairy operation for
     approximately $6,438,000 and received a cash payment of $5,788,000 and 
     105,906 shares of its common stock valued at $650,000.  The sale resulted
     in a pre-tax loss of $245,000 which is included as a reduction of other
     income.  The total effect of the sale on net earnings was a loss of
     $51,000.








































                                  39

<PAGE>
<TABLE>
SUPPLEMENTARY FINANCIAL INFORMATION

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):
<CAPTION>

                                 1ST         2ND          3RD          4TH
                               QUARTER      QUARTER      QUARTER      QUARTER
                               -------      -------      -------      -------
<S>                          <C>          <C>          <C>          <C>
Year Ended September 30, 1996
-----------------------------
 Revenues                    $84,134,611  $76,597,479  $88,824,832  $84,255,357 
 Gross Profits                22,942,204   20,104,958   22,473,655   20,833,498
 Net Earnings                  1,398,228      254,278    1,111,807      206,731
 Earnings Per Share          $       .22  $       .04  $       .16  $       .03


Year Ended September 30, 1995
-----------------------------
 Revenues                    $79,903,832  $73,151,798  $84,925,491  $89,030,250
 Gross Profit                 21,483,072   20,506,236   21,749,543   23,107,800
 Net Earnings                  1,343,526      561,237      793,208    1,455,790
 Earnings Per Share          $       .21  $       .09  $       .13  $       .23

</TABLE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.


Not Applicable



PART III


In accordance with Instruction G(3), the information called for by Items 10,
11, 12 and 13 is incorporated by reference from the Registrant's Definitive
Proxy Statement pursuant to Regulation 14A, to be filed with the Commission not
later than 120 days after September 30, 1996, the end of the fiscal year covered
by this report.



















                                  40


<PAGE>
PART IV

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


(A)  Financial Statements

The Financial Statements listed below are filed as part of this Annual Report
on Form 10-K.
   
                                                                   PAGE(S)
 
     Report of Deloitte & Touche LLP, Independent Auditors            22

     Consolidated Balance Sheets - September 30, 1996 and 1995       23-24

     Consolidated Statements of Earnings for the years ended
     September 30, 1996, 1995 and 1994                                25

     Consolidated Statements of Stockholders' Equity for the years
     ended September 30, 1996, 1995 and 1994                          26

     Consolidated Statements of Cash Flows for the years ended 
     September 30, 1996, 1995 and 1994                               27-28

     Notes to Consolidated Financial Statements                      29-39

     Supplementary Financial Information - Selected Quarterly
     Financial Data (Unaudited)                                       40


(B)  Reports on Form 8-K

Uni-Marts, Inc. filed no reports on Form 8-K with the Securities and Exchange
Commission during the last quarter of the fiscal year ended September 30, 1996.


(C)  Exhibits

    3.1     Amended and Restated Certificate of Incorporation of the Company
            (Filed as Exhibit 3.1 to the Company's Quarterly Report on Form 
            10-Q for the period ended March 30, 1995 and incorporated herein 
            by reference thereto).

    3.2     By-Laws of the Company (Filed as Exhibit 3.2 to the Company's
            Quarterly Report on Form 10-Q for the period ended March 30, 1995
            and incorporated herein by reference thereto).

    4.1     Form of the Company's Common Stock Certificate (Filed as Exhibit
            4.3 to the Company's Quarterly Report on Form 10-Q for the period
            ended April 1, 1993 and incorporated herein by reference thereto).

    10.1    Uni-Marts, Inc. Amended and Restated Equity Compensation Plan 
            (Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 
            10-Q for the period ended March 30, 1995 and incorporated herein 
            by reference hereto).

    10.2    Uni-Marts, Inc. Stock Option Plan for Nonqualified Stock Options 
            dated as of February 26, 1993 (Filed as exhibit 10.2 to the Annual 
            Report of Uni-Marts, Inc. for the year ended September 30, 1993 and
            incorporated herein by reference thereto).

                                  41

<PAGE>
    10.3    Uni-Marts, Inc. Retirement Savings & Incentive Plan (Filed as
            Exhibit 4.2 to the Company's Registration Statement on Form S-8, 
            File No. 33-9807, and incorporated herein by reference thereto).

    10.4    Composite Conformed Copy of Note Agreements dated August 29, 1989
            between four insurance companies and Uni-Marts, Inc. (Filed as 
            Exhibit 10.14 to the Annual Report of Uni-Marts, Inc. on Form 10-K 
            for the year ended September 30, 1989 and incorporated herein by 
            reference thereto).

    10.5    Credit Agreement between the Bank Group and Uni-Marts, Inc. dated
            as of March 1, 1993 (Filed as Exhibit 19 to the Company's Quarterly
            Report on Form 10-Q for the period ended April 1, 1993 and 
            incorporated herein by reference thereto).

    10.5(a) Amendment No. 1 to Credit Agreement between the Bank Group and Uni-
            Marts, Inc. dated as of March 21, 1994 (Filed as Exhibit 10.5(a) to
            the Annual Report of Uni-Marts, Inc. on Form 10-K for the year 
            ended September 30, 1994 and incorporated herein by reference 
            thereto).

    10.5(b) Amendment No. 2 to Credit Agreement between the Bank Group and Uni-
            Marts, Inc. dated as of July 1, 1994 (Filed as Exhibit 10.5(b) to 
            the Annual Report of Uni-Marts, Inc. on Form 10-K for the year 
            ended September 30, 1994 and incorporated herein by reference 
            thereto).

    10.5(c) Third Amendment to Credit Agreement between the Bank Group and Uni-
            Marts, Inc. dated as of October 26, 1994 (Filed as Exhibit 10.5(c) 
            to the Annual Report of Uni-Marts, Inc. on Form 10-K for the year 
            ended September 30, 1994 and incorporated herein by reference 
            thereto).

    10.5(d) Amendment No. 4 to Credit Agreement between the Bank Group and Uni-
            Marts, Inc. dated as of March 27, 1995 (Filed as Exhibit 10.2 to 
            the Company's Quarterly Report on Form 10-Q for the period ended 
            March 30, 1995 and incorporated herein by reference thereto).

    10.5(e) Amendment No. 5 to Credit Agreement between the Bank Group and Uni-
            Marts, Inc. dated as of December 26, 1995 (Filed as Exhibit 10.5(e)
            to the Company's Annual Report on Form 10-K for the period ended
            September 30, 1995 and incorporated herein by reference thereto).

    10.5(f) Amendment No. 6 to the Credit Agreement between the Bank Group and
            Uni-Marts, Inc. dated as of March 28, 1996 (Filed as Exhibit 10 to 
            the Company's Quarterly Report on Form 10-Q for the period ended
            April 4, 1996 and incorporated herein by reference thereto).

    10.6    Form of Indemnification Agreement between Uni-Marts, Inc. and each
            of its Directors (Filed as Exhibit A to the Company's Definitive 
            Proxy Statement for the February 25, 1988 Annual Meeting of 
            Stockholders and incorporated herein by reference thereto).

    10.7    Uni-Marts, Inc. Deferred Compensation Plan (Filed as Exhibit 10.8
            to the Annual Report of Uni-Marts, Inc. on Form 10-K for the year 
            ended September 30, 1990 and incorporated herein by reference 
            thereto).

    10.8    Uni-Marts, Inc. Annual Bonus Plan (Filed as Exhibit 10.8 to the
            Annual Report of Uni-Marts, Inc. on Form 10-K for the year ended
            September 30, 1994 and incorporated herein by reference thereto).


                                  42

<PAGE>
     10.9   Uni-Marts, Inc. Performance Unit Plan (Filed as Exhibit 10.9 to the
            Annual Report of Uni-Marts, Inc. on Form 10-K for the year ended 
            September 30, 1994 and incorporated herein by reference thereto).

     10.10  Composite copy of Change in Control Agreements between Uni-Marts,
            Inc. and its executive officers (Filed as Exhibit 10.10 to the 
            Annual Report of Uni-Marts, Inc. on Form 10-K for the year ended 
            September 30, 1994 and incorporated herein by reference thereto).

     10.11  Agreement to Lease Properties and Sell Assets between Getty and the
            Company dated October 31, 1991 with amendment dated December 5, 
            1991 (Filed as Exhibit 2.1 to the Company's Current Report on Form 
            8-K dated December 20, 1991 and incorporated herein by reference 
            thereto).

     10.12  Getty Petroleum Corp./Uni-Marts, Inc. Supply Agreement dated
            December 6, 1991 (Filed as Exhibit 28.1 to the Company's Current 
            Report on Form 8-K dated December 20, 1991 and incorporated herein 
            by reference thereto).

     10.13  Second Amendment to Agreement to Lease Properties and Sell Assets
            between Getty and the Company dated June 28, 1996.

     10.14  Uni-Marts, Inc. 1996 Equity Compensation Plan (Filed as Exhibit A
            to Company's Definitive Proxy Statement for the February 22, 1996   
            Annual Meeting of Stockholders and incorporated herein by reference
            thereto).

     11     Statement regarding computation of per share earnings.

     21     Subsidiary of the registrant.

     23     Consent of Deloitte & Touche LLP.

     27     Financial data schedule.

     99     Report on Form 11-K.


























                                  43


<PAGE>
                                   SIGNATURES

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

                                      UNI-MARTS, INC.
                                      (Registrant)
                                           /S/ HENRY D. SAHAKIAN
                                      By:  ------------------------------  
                                           Henry D. Sahakian
                                           Chairman of the Board
                                           (Principal Executive Officer)

                                           /S/ J. KIRK GALLAHER
                                      By:  ------------------------------
                                           J. Kirk Gallaher
                                           Executive Vice President and
                                           Chief Financial Officer
                                           (Principal Accounting Officer)
                                           (Principal Financial Officer)

                                      DATED: December 17, 1996

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

       SIGNATURE                     TITLE                 DATE
       ---------                     -----                 ----
/S/ HENRY D. SAHAKIAN
----------------------------- Chairman of the Board     December 17, 1996
Henry D. Sahakian
/S/ CHARLES R. MARKHAM
----------------------------- President and Director    December 17, 1996
Charles R. Markham
/S/ J. KIRK GALLAHER
----------------------------- Executive Vice President  December 17, 1996
J. Kirk Gallaher              and Director
/S/ G. DAVID GEARHART
----------------------------- Director                  December 17, 1996
G. David Gearhart
/S/ BRUCE K. HEIM
----------------------------- Director                  December 17, 1996
Bruce K. Heim
/S/ JEREMIAH A. KEATING
----------------------------- Director                  December 17, 1996
Jeremiah A. Keating
/S/ JOSEPH V. PATERNO
----------------------------- Director                  December 17, 1996
Joseph V. Paterno
/S/ CHARLES C. PEARSON, JR.
----------------------------- Director                  December 17, 1996
Charles C. Pearson, Jr.
/S/ DANIEL D. SAHAKIAN
----------------------------- Director                  December 17, 1996
Daniel D. Sahakian
/S/ MICHAEL J. SERVENTI
----------------------------- Director                  December 17, 1996
Michael J. Serventi


                                  44

<PAGE>
                   UNI-MARTS, INC. AND SUBSIDIARIES
                             EXHIBIT INDEX


Number       Description                                         Page(s)
------       -----------                                         -------
10.13        Second Amendment to Agreement to Lease Properties
             and Sell Assets between Getty and the Company
             dated June 28, 1996.                                 46-52

11           Statement regarding computation of per share
             earnings for the years ended September 30, 1995,
             1994 and 1993.                                        53

21           Subsidiary of the registrant.                         54

23           Consent of Deloitte & Touche LLP                      55

27           Financial Data Schedule                               56

99           Report on Form 11-K                                  57-73
































                                  45