content: <PAGE>
  
                                FORM 8-K
  
                   SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
                       ________________________
  
  
  
          Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Act of 1934
                           __________________
  
                    Date of Report - March 6, 1997
  
                                     
                  Dairy Mart Convenience Stores, Inc.
       (Exact name of registrant as specified in its charter)
  
                                     
             Delaware              0-12497                  04-2497894
         (State or other          (Commission            (I.R.S. Employer
         jurisdiction of         File Number)           Identification No.) 
          incorporation)           
                                        
                  210 Broadway East, Cuyahoga Falls, OH 44222
                    (Address of principal executive offices)
                                        
       Registrant's telephone number, including area code (330) 923-0421
                              ____________________
  <PAGE>
  ITEM 5.
  
  On March 6, 1997 Dairy Mart Convenience Stores, Inc., announced that it had
  agreed to sell its 161 convenience stores and retail gasoline locations in 
  Connecticut, Massachusetts, Rhode Island and New York for approximately 
  $39.7 million to the DB Companies, Inc., a Rhode Island corporation.  The 
  transaction is subject to certain contingencies but is expected to close on or
  about May 15, 1997.
  
  <PAGE>
  ITEM 7.
  
  Exhibit 99 - Press release in connection with the transaction discussed in 
  item 5.
  
  Dairy Mart Agrees to Sale of Corporate and Store Assets in Northeastern 
  United States, Hires Trammell Crow for Real Estate Services, Expects
  Fourth-Quarter Loss
  
  Enfield, Connecticut (March 6, 1997) -- Dairy Mart Convenience Stores, Inc.
  (AMEX: DMC.A & DMC.B), which is relocating its corporate headquarters to 
  northeastern Ohio where the Company has its greatest concentration and
  presence of assets, announced that it has agreed to sell its 161 convenience
  store and retail gasoline locations in Connecticut, Massachusetts, Rhode
  Island, and New York for approximately $39.7 million to the DB Companies,
  Inc., a Rhode Island-based convenience store operator and gasoline
  wholesaler and retailer.  Dairy Mart also announced that, in a separate
  transaction, it has agreed to sell its former headquarters facility in 
  Enfield, Connecticut, to Realty Venture Capital Partners of Stamford,
  Connecticut, for $4.2 million.  Both transactions are subject to certain
  contingencies but are expected to close in the spring of this year.  
  
  Dairy Mart will lease back a portion of its former headquarters facility
  in order to house an accounting and information systems processing center 
  currently there. Other terms and conditions of the transactions were not
  disclosed.  "Dairy Mart's strongest concentration of stores is in the 
  Midwest, with approximately 650 stores, 400 of which are in Ohio," 
  said Robert B. Stein, Jr., Dairy Mart's chairman, president, and chief 
  executive officer.  "The 600-mile gap between our stores in the Midwest 
  and our stores in the Northeast challenge our  administrative efficiency.  
  By selling the northeastern stores to a reputable New England based 
  convenience store operator, we can convert these assets to cash that can 
  be used to accelerate substantially our $100 million store improvement 
  plan and realize Dairy Mart's vision of being a geographically focused, 
  strong regional retailer that offers its customers premium service and 
  facilities."
  
  <PAGE>
  
  "Strong operating cash flow, supplemented by the sale of certain assets, is 
  providing us with the capital necessary to execute our business plan," 
  said Mr. Stein. "And to ensure that our infrastructure is capable of fully 
  executing our plan, we have decided to outsource certain real estate
  functions including site acquisition and disposition services, lease 
  administration and idle property maintenance to Trammell Crow Corporate 
  Services,  a subsidiary of Trammell Crow Company, the largest full service 
  real estate company in the United States.  This agreement is indeed a
  major component of our ability to fully execute our reimaging effort."
  
  "Fiscal 1997, which ended on February 1, was a year of rebuilding and tough 
  choices," Mr. Stein continued.  "The current fiscal year will also have 
  significant challenges, because what we are doing is nothing short of 
  reinventing Dairy Mart.  The reward for our efforts, however, should be
  a stronger, more profitable company. We embarked on our five-year program 
  to upgrade our stores, we continued to close unprofitable locations, and 
  we sharpened the company's focus on operations that will re-establish a 
  trend of long-term profitable growth. We rebuilt half of our senior 
  management team during the year, made some aggressive but necessary pricing 
  adjustments in the second half to attract new customers, and took the steps 
  to unlock capital that was invested in unproductive real estate assets. I 
  liken fiscal 1997 to establishing a base camp at the foot of a mountain. 
  We have already climbed a long way and have a long way to go yet, but we are 
  still climbing."
  
  Dairy Mart expects to announce in April its financial results for its 
  fourth fiscal quarter and for the fiscal year that ended February 1, 1997. 
  The previously announced retail pricing adjustments mentioned above will have a
  negative effect on the fourth quarter's financial results. The third and 
  fourth quarters of fiscal 1997 absorbed the material effects of lower 
  retail pricing in certain core product categories, but management believes 
  that the adjustments were successful in attracting new and permanent
  customers, as demonstrated by recent sustained increases in comparable 
  store sales.
  
  Dairy Mart is one of the nation's leading convenience store chains.  The 
  company owns, operates, and franchises 811 retail convenience stores in 11 
  states, 360 of which also sell gasoline.
  
  <PAGE>
  
                                    SIGNATURES
                                         
  Pursuant to the requirements of the Securities Exchange Act of 1934, 
  registrant has duly caused this report to be signed on its behalf by the 
  undersigned thereunto duly authorized.
  
                                     DAIRY MART CONVENIENCE STORES, INC.
  
  Date: March 18, 1997                /s/ Gregory G. Landry
                                     ---------------------------
                                     Gregory G. Landry
                                     Executive Vice President
                                     Chief Financial Officer
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text: FORM 8-K
  
                   SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
                       ________________________
  
          Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Act of 1934
                           __________________
  
                    Date of Report - March 6, 1997
  
                                     
                  Dairy Mart Convenience Stores, Inc.
       (Exact name of registrant as specified in its charter)
  
                                     
             Delaware              0-12497                  04-2497894
         (State or other          (Commission            (I.R.S. Employer
         jurisdiction of         File Number)           Identification No.) 
          incorporation)           
                                        
                  210 Broadway East, Cuyahoga Falls, OH 44222
                    (Address of principal executive offices)
                                        
       Registrant's telephone number, including area code (330) 923-0421
                              ____________________
  ITEM 5.
  
  On March 6, 1997 Dairy Mart Convenience Stores, Inc., announced that it had
  agreed to sell its 161 convenience stores and retail gasoline locations in 
  Connecticut, Massachusetts, Rhode Island and New York for approximately 
  $39.7 million to the DB Companies, Inc., a Rhode Island corporation.  The 
  transaction is subject to certain contingencies but is expected to close on or
  about May 15, 1997.
  ITEM 7.
  
  Exhibit 99 - Press release in connection with the transaction discussed in 
  item 5.
  
  Dairy Mart Agrees to Sale of Corporate and Store Assets in Northeastern 
  United States, Hires Trammell Crow for Real Estate Services, Expects
  Fourth-Quarter Loss
  
  Enfield, Connecticut (March 6, 1997) -- Dairy Mart Convenience Stores, Inc.
  (AMEX: DMC.A & DMC.B), which is relocating its corporate headquarters to 
  northeastern Ohio where the Company has its greatest concentration and
  presence of assets, announced that it has agreed to sell its 161 convenience
  store and retail gasoline locations in Connecticut, Massachusetts, Rhode
  Island, and New York for approximately $39.7 million to the DB Companies,
  Inc., a Rhode Island-based convenience store operator and gasoline
  wholesaler and retailer.  Dairy Mart also announced that, in a separate
  transaction, it has agreed to sell its former headquarters facility in 
  Enfield, Connecticut, to Realty Venture Capital Partners of Stamford,
  Connecticut, for $4.2 million.  Both transactions are subject to certain
  contingencies but are expected to close in the spring of this year.  
  
  Dairy Mart will lease back a portion of its former headquarters facility
  in order to house an accounting and information systems processing center 
  currently there. Other terms and conditions of the transactions were not
  disclosed.  "Dairy Mart's strongest concentration of stores is in the 
  Midwest, with approximately 650 stores, 400 of which are in Ohio," 
  said Robert B. Stein, Jr., Dairy Mart's chairman, president, and chief 
  executive officer.  "The 600-mile gap between our stores in the Midwest 
  and our stores in the Northeast challenge our  administrative efficiency.  
  By selling the northeastern stores to a reputable New England based 
  convenience store operator, we can convert these assets to cash that can 
  be used to accelerate substantially our $100 million store improvement 
  plan and realize Dairy Mart's vision of being a geographically focused, 
  strong regional retailer that offers its customers premium service and 
  facilities."
  "Strong operating cash flow, supplemented by the sale of certain assets, is 
  providing us with the capital necessary to execute our business plan," 
  said Mr. Stein. "And to ensure that our infrastructure is capable of fully 
  executing our plan, we have decided to outsource certain real estate
  functions including site acquisition and disposition services, lease 
  administration and idle property maintenance to Trammell Crow Corporate 
  Services,  a subsidiary of Trammell Crow Company, the largest full service 
  real estate company in the United States.  This agreement is indeed a
  major component of our ability to fully execute our reimaging effort."
  
  "Fiscal 1997, which ended on February 1, was a year of rebuilding and tough 
  choices," Mr. Stein continued.  "The current fiscal year will also have 
  significant challenges, because what we are doing is nothing short of 
  reinventing Dairy Mart.  The reward for our efforts, however, should be
  a stronger, more profitable company. We embarked on our five-year program 
  to upgrade our stores, we continued to close unprofitable locations, and 
  we sharpened the company's focus on operations that will re-establish a 
  trend of long-term profitable growth. We rebuilt half of our senior 
  management team during the year, made some aggressive but necessary pricing 
  adjustments in the second half to attract new customers, and took the steps 
  to unlock capital that was invested in unproductive real estate assets. I 
  liken fiscal 1997 to establishing a base camp at the foot of a mountain. 
  We have already climbed a long way and have a long way to go yet, but we are 
  still climbing."
  
  Dairy Mart expects to announce in April its financial results for its 
  fourth fiscal quarter and for the fiscal year that ended February 1, 1997. 
  The previously announced retail pricing adjustments mentioned above will have a
  negative effect on the fourth quarter's financial results. The third and 
  fourth quarters of fiscal 1997 absorbed the material effects of lower 
  retail pricing in certain core product categories, but management believes 
  that the adjustments were successful in attracting new and permanent
  customers, as demonstrated by recent sustained increases in comparable 
  store sales.
  
  Dairy Mart is one of the nation's leading convenience store chains.  The 
  company owns, operates, and franchises 811 retail convenience stores in 11 
  states, 360 of which also sell gasoline.
  SIGNATURES
                                         
  Pursuant to the requirements of the Securities Exchange Act of 1934, 
  registrant has duly caused this report to be signed on its behalf by the 
  undersigned thereunto duly authorized.
  
                                     DAIRY MART CONVENIENCE STORES, INC.
  
  Date: March 18, 1997                /s/ Gregory G. Landry
                                     ---------------------------
                                     Gregory G. Landry
                                     Executive Vice President
                                     Chief Financial Officer