<PAGE>
As filed with the Securities and Exchange Commission on April 10, 1997
                                                 Registration No. 333-

                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
                               FORM S-8
       REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                   
                          Uni-Marts, Inc.
          -------------------------------------------------
          (Exact name of issuer 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   
     ------------------------------------------     ----------
      (Address of Principal Executive Offices)      (Zip Code)
                                  
            Uni-Marts, Inc. 1996 Equity Compensation Plan
            ---------------------------------------------
                       (Full title of the plan)

                     Henry D. Sahakian, President
      477 East Beaver Avenue, State College, Pennsylvania 16801
      ---------------------------------------------------------
               (Name and address of agent for service)

                            (814) 234-6000                        
                            --------------
    (Telephone number, including area code, of agent for service)

                              Copies to:

       Justin P. Klein, Esquire, Ballard Spahr Andrews & Ingersoll
    1735 Market Street, 51st Floor, Philadelphia, Pennsylvania  19103
--------------------------------------------------------------------------
                   CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------
                                   Proposed    Proposed
Title of                           maximum     maximum
securities                         offering    aggregate    Amount of
to be            Amount to be      price per   offering     registration
Registered       Registered (1)    Share (2)   price (2)    fee
--------------------------------------------------------------------------
Common Stock
$.10 par value    1,000,000          $5.25     $5,250,000    $1,590.91
---------------------------------------------------------------------------
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
    Registration Statement shall be deemed to cover an indeterminate
    number of additional shares of Common Stock issuable in the event
    the number of outstanding shares of the Company is increased by
    split-up, reclassification, stock dividend and the like.

(2) Estimated solely for the purpose of computing the registration fee. 
    In accordance with Securities and Exchange Commission Rule 457(c),
    the price shown is based on the average of the high and low price
    per share of Common Stock of the Company on April 7, 1997, as traded
    on the American Stock Exchange.


<PAGE>
                                PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents containing the information required to be
included in Part I of this Registration Statement will be given or sent to
all persons who are eligible to participate in the Uni-Marts, Inc. 1996
Equity Compensation Plan (the "Plan"), as specified by Rule 428.


                               PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. - Incorporation of Documents by Reference
          ----------------------------------------

      The following documents filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") by Uni-Marts, Inc. (the "Company") (File No. 1-11556) are incorporated
herein by reference:

           (a)  The Annual Report of the Company on Form 10-K for
    the year ended September 30, 1996.

           (b)  The Quarterly Report of the Company on Form 10-Q for
    the quarter ended January 2, 1997.

           (c)  The description of the Company's Common Stock
    contained in the Company's Definitive Proxy Statement for the Annual
    Meeting of Stockholders, filed with the Commission on January 22,
    1993.

      Each document filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such document.  Any statement contained in
a document incorporated by reference herein shall be deemed to be modified
or superseded for purpose hereof to the extent that a statement contained
herein (or any other subsequently filed document which also is incorporated
by reference herein) modifies or supersedes such statement.  Any statement
so modified or superseded shall not be deemed to constitute a part hereof
except as so modified or superseded.


Item 4.- Description of Securities
         --------------------------

      Not applicable.


Item 5.- Interests of Named Experts and Counsel
         ---------------------------------------

      Not applicable.



                                  2

<PAGE>
Item 6.- Indemnification of Directors and Officers
         ------------------------------------------

      Section 145 of the Delaware General Corporation Law ("Section
145") permits indemnification of directors, officers, agents and controlling
persons of a corporation under certain conditions and subject to certain
limitations.  Article THIRTEENTH of the Company's Certificate of
Incorporation (the "Certificate") requires the Company to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Company) by reason of the fact that he is or was a director,
officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation or other enterprise.  The Company will indemnify any such person
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the Company, and with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.  In the case of an
action by or in the right of the Company, no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Company unless and only to the extent that
the court in which such action or suit was brought shall determine that,
despite the adjudication of liability, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper. 
The Certificate further provides that to the extent a director, officer,
employee or agent of the Company has been successful in the defense of any
third-party or corporate proceeding referred to above or in the defense of
any claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith.  The
Certificate specifies the procedures for determination of entitlement to
indemnification.

      In addition, Section 145 and the Certificate permit the Company
to purchase and maintain insurance that protects its directors, officers,
employees and agents or persons who serve in such positions for another
corporation or other enterprise at the request of the Company, against any
liabilities incurred in connection with their service in such position
whether or not the Company would otherwise have the power to indemnify under
the Certificate.  The Company maintains such insurance.

      The Company has entered into indemnification agreements (the
"Indemnification Agreements") with each of its directors.  The
Indemnification Agreements, which were approved by the Company's Board of
Directors and stockholders, provide for prompt indemnification "to the
fullest extent permitted by applicable law" and for the prompt advancement
of expenses, including reasonable attorneys' fees and other costs and
expenses incurred in connection with any action, suit or proceeding in which
the director is a witness or which is brought against the director in his
capacity as a director, officer, employee, agent, or fiduciary of the
Company or of any enterprise which the director was serving at the request
of the Company.  A director cannot be indemnified under the agreement if he
did not act in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Company; and with respect to
criminal proceedings, a director cannot be indemnified if he had reasonable
cause to believe his conduct was unlawful.  The agreements provide specific
guidelines as to when and under what circumstances indemnification may be
provided and/or expenses may be advanced, and also require that, if 

                                  3

<PAGE>
directors' and officers' liability insurance is maintained, each director be
provided with the maximum coverage provided to any other director.  Rights
of directors under the Indemnification Agreements are in addition to any
other rights available to them under Delaware law, directors' and officers'
liability insurance, the Company's Restated Certificate of Incorporation, as
amended, or otherwise, but double payment is prohibited by the terms of the
Indemnification Agreements.  The Indemnification Agreements continue until
and terminate upon the later of ten years after the date that the indemnitee
shall have ceased to serve as a director of the Company or the final
termination of all pending proceedings in respect of which the indemnitee is
granted rights of indemnification or advancement of expenses.


Item 7.- Exemption from Registration Claimed
         ------------------------------------
  
      Not applicable.


Item 8.- Exhibits
         ---------

    4.1    Specimen copy of 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)

    4.2    Uni-Marts, Inc. 1996 Equity Compensation Plan (incorporated by
           reference to Exhibit A to the Company's Definitive Proxy
           Statement for the Annual Meeting of Stockholders held on
           February 22, 1996, filed with the Commission on January 25,
           1996)

    5      Opinion of Ballard Spahr Andrews & Ingersoll

    23.1   Consent of Deloitte & Touche LLP

    23.2   Consent of Ballard Spahr Andrews & Ingersoll (included in
           Exhibit 5)

    24     Power of Attorney (included on signature page)


Item 9.- Undertakings
         -------------

      The undersigned Registrant hereby undertakes:

           (1)  To file, during any period in which offers or sales
    are being made, a post-effective amendment to this registration
    statement:

                (i)  To include any prospectus required by section
      10(a)(3) of the Securities Act of 1933;

                (ii) To reflect in the prospectus any facts or
      events arising after the effective date of the registration
      statement (or the most recent post-effective amendment thereof)
      which, individually or in the aggregate, represent a
      fundamental change in the information set forth in the
      registration statement.

                                  4


<PAGE>
                (iii) To include any material information with
      respect to the plan of distribution not previously disclosed in
      the registration statement or any material change in such
      information in the registration statement;

                PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and
      (A)(1)(ii) do not apply if the information required to be
      included in a post-effective amendment by those paragraphs is
      contained in periodic reports filed with or furnished to the
      Commission by the Registrant pursuant to section 13 or section
      15(d) of the Securities Exchange Act of 1934 that are
      incorporated by reference in the registration statement.

      (2)  That, for the purpose of determining any liability under
    the Securities Act of 1933, each such post-effective amendment shall
    be deemed to be a new registration statement relating to the
    securities offered therein, and the offering of such securities at
    that time shall be deemed to be the initial bona fide offering
    thereof.

      (3)  To remove from any registration by means of a post-effective 
    amendment any of the securities being registered which
    remain unsold at the termination of the offering.

    The undersigned Registrant hereby undertakes that, for  purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.









                                  5

<PAGE>
                              SIGNATURES
                              ----------

    Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of State College, Commonwealth of
Pennsylvania on April 10, 1997.


                              UNI-MARTS, INC.


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


    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Henry D. Sahakian and J. Kirk
Gallaher and each of them, as true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign the Registration
Statement and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.




















                                  6

<PAGE>
      Signature                       Title                   Date
      ---------                       -----                   ----

/S/ HENRY D. SAHAKIAN
-------------------------------       Chief Executive         April 10, 1997
Henry D. Sahakian                     Officer, Chairman
                                      of the Board
                                      (Principal Executive
                                      Officer)


/S/ J. KIRK GALLAHER
-------------------------------       Executive Vice          April 10, 1997
J. Kirk Gallaher                      President, Chief
                                      Financial Officer,
                                      Director (Principal
                                      Financial Officer and
                                      Principal Accounting
                                      Officer)


/S/ BRUCE K. HEIM
-------------------------------       Director                April 10, 1997
Bruce K. Heim


/S/ JEREMIAH A. KEATING
-------------------------------       Director                April 10, 1997
Jeremiah A. Keating


/S/ CHARLES R. MARKHAM
-------------------------------       President, Chief        April 10, 1997
Charles R. Markham                    Operating Officer,
                                      Director


/S/ JOSEPH V. PATERNO
-------------------------------       Director                April 10, 1997
Joseph V. Paterno


/S/ G. DAVID GEARHART
-------------------------------       Director                April 10, 1997
G. David Gearhart


/S/ DANIEL D. SAHAKIAN
-------------------------------       Director                April 10, 1997
Daniel D. Sahakian


/S/ MICHAEL J. SERVENTI
-------------------------------       Director                April 10, 1997
Michael J. Serventi


/S/ CHARLES C. PEARSON, JR.
-------------------------------       Director                April 10, 1997
Charles C. Pearson, Jr.

                                  7

<PAGE>
                            EXHIBIT INDEX



EXHIBIT NO.                    DESCRIPTION
-----------                    -----------

  4.1           Specimen Copy of 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)

  4.2           Uni-Marts, Inc. 1996 Equity Compensation Plan
                (incorporated by reference to Exhibit A to the Company's
                Definitive Proxy Statement for the Annual Meeting of
                Stockholders held on February 22, 1996, filed with the
                Commission on January 25, 1996)

  5             Opinion of Ballard Spahr Andrews & Ingersoll*    

  23.1          Consent of Deloitte & Touche LLP*

  23.2          Consent of Ballard Spahr Andrews & Ingersoll (included in
                Exhibit 5)

  24            Power of Attorney (included on signature page)


--------------------
*  Filed herewith.































                                  8
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{"company-data": {"conformed-name": "UNI MARTS INC", "cik": "0000805020", "assigned-sic": "5412", "irs-number": "251311379", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24903", "film-number": "97577996"}, "business-address": {"street1": "477 E BEAVER AVE", "city": "STATE COLLEGE", "state": "PA", "zip": "16801-5690", "phone": "8142346000"}, "mail-address": {"street1": "477 E BEAVER AVE", "street2": "477 E BEAVER AVE", "city": "STATE COLLEGE", "state": "PA", "zip": "16801"}}
As filed with the Securities and Exchange Commission on April 10, 1997
                                                 Registration No. 333-

                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
                               FORM S-8
       REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                   
                          Uni-Marts, Inc.
          -------------------------------------------------
          (Exact name of issuer 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   
     ------------------------------------------     ----------
      (Address of Principal Executive Offices)      (Zip Code)
                                  
            Uni-Marts, Inc. 1996 Equity Compensation Plan
            ---------------------------------------------
                       (Full title of the plan)

                     Henry D. Sahakian, President
      477 East Beaver Avenue, State College, Pennsylvania 16801
      ---------------------------------------------------------
               (Name and address of agent for service)

                            (814) 234-6000                        
                            --------------
    (Telephone number, including area code, of agent for service)

                              Copies to:

       Justin P. Klein, Esquire, Ballard Spahr Andrews & Ingersoll
    1735 Market Street, 51st Floor, Philadelphia, Pennsylvania  19103
--------------------------------------------------------------------------
                   CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------
                                   Proposed    Proposed
Title of                           maximum     maximum
securities                         offering    aggregate    Amount of
to be            Amount to be      price per   offering     registration
Registered       Registered (1)    Share (2)   price (2)    fee
--------------------------------------------------------------------------
Common Stock
$.10 par value    1,000,000          $5.25     $5,250,000    $1,590.91
---------------------------------------------------------------------------
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
    Registration Statement shall be deemed to cover an indeterminate
    number of additional shares of Common Stock issuable in the event
    the number of outstanding shares of the Company is increased by
    split-up, reclassification, stock dividend and the like.

(2) Estimated solely for the purpose of computing the registration fee. 
    In accordance with Securities and Exchange Commission Rule 457(c),
    the price shown is based on the average of the high and low price
    per share of Common Stock of the Company on April 7, 1997, as traded
    on the American Stock Exchange.
PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents containing the information required to be
included in Part I of this Registration Statement will be given or sent to
all persons who are eligible to participate in the Uni-Marts, Inc. 1996
Equity Compensation Plan (the "Plan"), as specified by Rule 428.

                               PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. - Incorporation of Documents by Reference
          ----------------------------------------

      The following documents filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") by Uni-Marts, Inc. (the "Company") (File No. 1-11556) are incorporated
herein by reference:

           (a)  The Annual Report of the Company on Form 10-K for
    the year ended September 30, 1996.

           (b)  The Quarterly Report of the Company on Form 10-Q for
    the quarter ended January 2, 1997.

           (c)  The description of the Company's Common Stock
    contained in the Company's Definitive Proxy Statement for the Annual
    Meeting of Stockholders, filed with the Commission on January 22,
    1993.

      Each document filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such document.  Any statement contained in
a document incorporated by reference herein shall be deemed to be modified
or superseded for purpose hereof to the extent that a statement contained
herein (or any other subsequently filed document which also is incorporated
by reference herein) modifies or supersedes such statement.  Any statement
so modified or superseded shall not be deemed to constitute a part hereof
except as so modified or superseded.

Item 4.- Description of Securities
         --------------------------

      Not applicable.

Item 5.- Interests of Named Experts and Counsel
         ---------------------------------------

      Not applicable.

                                  2
Item 6.- Indemnification of Directors and Officers
         ------------------------------------------

      Section 145 of the Delaware General Corporation Law ("Section
145") permits indemnification of directors, officers, agents and controlling
persons of a corporation under certain conditions and subject to certain
limitations.  Article THIRTEENTH of the Company's Certificate of
Incorporation (the "Certificate") requires the Company to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Company) by reason of the fact that he is or was a director,
officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation or other enterprise.  The Company will indemnify any such person
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the Company, and with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.  In the case of an
action by or in the right of the Company, no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Company unless and only to the extent that
the court in which such action or suit was brought shall determine that,
despite the adjudication of liability, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper. 
The Certificate further provides that to the extent a director, officer,
employee or agent of the Company has been successful in the defense of any
third-party or corporate proceeding referred to above or in the defense of
any claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith.  The
Certificate specifies the procedures for determination of entitlement to
indemnification.

      In addition, Section 145 and the Certificate permit the Company
to purchase and maintain insurance that protects its directors, officers,
employees and agents or persons who serve in such positions for another
corporation or other enterprise at the request of the Company, against any
liabilities incurred in connection with their service in such position
whether or not the Company would otherwise have the power to indemnify under
the Certificate.  The Company maintains such insurance.

      The Company has entered into indemnification agreements (the
"Indemnification Agreements") with each of its directors.  The
Indemnification Agreements, which were approved by the Company's Board of
Directors and stockholders, provide for prompt indemnification "to the
fullest extent permitted by applicable law" and for the prompt advancement
of expenses, including reasonable attorneys' fees and other costs and
expenses incurred in connection with any action, suit or proceeding in which
the director is a witness or which is brought against the director in his
capacity as a director, officer, employee, agent, or fiduciary of the
Company or of any enterprise which the director was serving at the request
of the Company.  A director cannot be indemnified under the agreement if he
did not act in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Company; and with respect to
criminal proceedings, a director cannot be indemnified if he had reasonable
cause to believe his conduct was unlawful.  The agreements provide specific
guidelines as to when and under what circumstances indemnification may be
provided and/or expenses may be advanced, and also require that, if 

                                  3
directors' and officers' liability insurance is maintained, each director be
provided with the maximum coverage provided to any other director.  Rights
of directors under the Indemnification Agreements are in addition to any
other rights available to them under Delaware law, directors' and officers'
liability insurance, the Company's Restated Certificate of Incorporation, as
amended, or otherwise, but double payment is prohibited by the terms of the
Indemnification Agreements.  The Indemnification Agreements continue until
and terminate upon the later of ten years after the date that the indemnitee
shall have ceased to serve as a director of the Company or the final
termination of all pending proceedings in respect of which the indemnitee is
granted rights of indemnification or advancement of expenses.

Item 7.- Exemption from Registration Claimed
         ------------------------------------
  
      Not applicable.

Item 8.- Exhibits
         ---------

    4.1    Specimen copy of 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)

    4.2    Uni-Marts, Inc. 1996 Equity Compensation Plan (incorporated by
           reference to Exhibit A to the Company's Definitive Proxy
           Statement for the Annual Meeting of Stockholders held on
           February 22, 1996, filed with the Commission on January 25,
           1996)

    5      Opinion of Ballard Spahr Andrews & Ingersoll

    23.1   Consent of Deloitte & Touche LLP

    23.2   Consent of Ballard Spahr Andrews & Ingersoll (included in
           Exhibit 5)

    24     Power of Attorney (included on signature page)

Item 9.- Undertakings
         -------------

      The undersigned Registrant hereby undertakes:

           (1)  To file, during any period in which offers or sales
    are being made, a post-effective amendment to this registration
    statement:

                (i)  To include any prospectus required by section
      10(a)(3) of the Securities Act of 1933;

                (ii) To reflect in the prospectus any facts or
      events arising after the effective date of the registration
      statement (or the most recent post-effective amendment thereof)
      which, individually or in the aggregate, represent a
      fundamental change in the information set forth in the
      registration statement.

                                  4
(iii) To include any material information with
      respect to the plan of distribution not previously disclosed in
      the registration statement or any material change in such
      information in the registration statement;

                PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and
      (A)(1)(ii) do not apply if the information required to be
      included in a post-effective amendment by those paragraphs is
      contained in periodic reports filed with or furnished to the
      Commission by the Registrant pursuant to section 13 or section
      15(d) of the Securities Exchange Act of 1934 that are
      incorporated by reference in the registration statement.

      (2)  That, for the purpose of determining any liability under
    the Securities Act of 1933, each such post-effective amendment shall
    be deemed to be a new registration statement relating to the
    securities offered therein, and the offering of such securities at
    that time shall be deemed to be the initial bona fide offering
    thereof.

      (3)  To remove from any registration by means of a post-effective 
    amendment any of the securities being registered which
    remain unsold at the termination of the offering.

    The undersigned Registrant hereby undertakes that, for  purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                  5
SIGNATURES
                              ----------

    Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of State College, Commonwealth of
Pennsylvania on April 10, 1997.

                              UNI-MARTS, INC.

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

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Henry D. Sahakian and J. Kirk
Gallaher and each of them, as true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign the Registration
Statement and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

                                  6
Signature                       Title                   Date
      ---------                       -----                   ----

/S/ HENRY D. SAHAKIAN
-------------------------------       Chief Executive         April 10, 1997
Henry D. Sahakian                     Officer, Chairman
                                      of the Board
                                      (Principal Executive
                                      Officer)

/S/ J. KIRK GALLAHER
-------------------------------       Executive Vice          April 10, 1997
J. Kirk Gallaher                      President, Chief
                                      Financial Officer,
                                      Director (Principal
                                      Financial Officer and
                                      Principal Accounting
                                      Officer)

/S/ BRUCE K. HEIM
-------------------------------       Director                April 10, 1997
Bruce K. Heim

/S/ JEREMIAH A. KEATING
-------------------------------       Director                April 10, 1997
Jeremiah A. Keating

/S/ CHARLES R. MARKHAM
-------------------------------       President, Chief        April 10, 1997
Charles R. Markham                    Operating Officer,
                                      Director

/S/ JOSEPH V. PATERNO
-------------------------------       Director                April 10, 1997
Joseph V. Paterno

/S/ G. DAVID GEARHART
-------------------------------       Director                April 10, 1997
G. David Gearhart

/S/ DANIEL D. SAHAKIAN
-------------------------------       Director                April 10, 1997
Daniel D. Sahakian

/S/ MICHAEL J. SERVENTI
-------------------------------       Director                April 10, 1997
Michael J. Serventi

/S/ CHARLES C. PEARSON, JR.
-------------------------------       Director                April 10, 1997
Charles C. Pearson, Jr.

                                  7
EXHIBIT INDEX

EXHIBIT NO.                    DESCRIPTION
-----------                    -----------

  4.1           Specimen Copy of 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)

  4.2           Uni-Marts, Inc. 1996 Equity Compensation Plan
                (incorporated by reference to Exhibit A to the Company's
                Definitive Proxy Statement for the Annual Meeting of
                Stockholders held on February 22, 1996, filed with the
                Commission on January 25, 1996)

  5             Opinion of Ballard Spahr Andrews & Ingersoll*    

  23.1          Consent of Deloitte & Touche LLP*

  23.2          Consent of Ballard Spahr Andrews & Ingersoll (included in
                Exhibit 5)

  24            Power of Attorney (included on signature page)

--------------------
*  Filed herewith.

                                  8