<PAGE>


   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 23, 1995
						  Registration No. 33-
- ------------------------------------------------------------------------------

 
	                    		SECURITIES AND EXCHANGE COMMISSION
			                          Washington, D.C. 20549

                         				  _________________
                        				       FORM S-8
                 			       REGISTRATION STATEMENT
                               					UNDER
                 			     THE SECURITIES ACT OF 1933
	                         			  _________________
 
			      THE SOUTHLAND CORPORATION
		(Exact name of registrant as specified in its charter)

	    TEXAS                                              75-1085131
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)
	
			      
			                        2711 NORTH HASKELL AVENUE
			       
			                          DALLAS, TEXAS 75204-2906
   	   (Address of principal executive offices, including zip code)
                         				  ____________________

           		THE SOUTHLAND CORPORATION 1995 STOCK INCENTIVE PLAN


                  			       (Full title of the plan)

                          				   CAROL S. HILBURN
                  			      ASSOCIATE GENERAL COUNSEL
                  			      THE SOUTHLAND CORPORATION
			                        2711 NORTH HASKELL AVENUE
                  			       DALLAS, TEXAS 75204-2906
                         				    (214) 828-7011
	     (Name, address and telephone number of agent for service)

                          					copy to:        

                         				   DEREK R. MCCLAIN
                        				VINSON & ELKINS L.L.P.
           			             3700 TRAMMELL CROW CENTER
                         				   2001 ROSS AVENUE
                 			       DALLAS, TEXAS 75201-2975 
                          				    (214) 220-7797





<TABLE>
<CAPTION>                           
			   
			   
			   CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------   
   Title of                Amount to be       Proposed maximum      Proposed maximum           Amount of 
securities to be            registered         offering price           aggregate         registration fee
  registered                                     per share1         offering price1
- ----------------------------------------------------------------------------------------------------------
<S>                       <C>               <C>                  <C>                   <C>
Common Stock, $.0001 par                                      
value per share           41,000,000 shares       $3.25                $133,250,000            $45,948 
- ----------------------------------------------------------------------------------------------------------
	
     1    Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) 
	  under the Securities Act of 1933, as amended, and based on the average of the high and low prices 
	  of the Common Stock reported on The Nasdaq Stock Market on October 19, 1995.


</TABLE>
<PAGE>
	
				       PART II
		 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

   The following documents have been filed with the Securities and Exchange 
Commission (the "Commission") by The Southland Corporation, a Texas corporation 
(the "Company"), and are incorporated herein by reference and made a part 
hereof:

       (a) The Company's Annual Report on Form 10-K for the fiscal year ended 
	   December 31, 1994;

       (b) The Company's Quarterly Report on Form 10-Q for the quarterly period 
	   ended March 31, 1995;

       (c) The Company's Quarterly Report on Form 10-Q for the quarterly period 
	   ended June 30, 1995; and

       (d) The description of the Company's Common Stock, $.0001 par value per 
	   share, contained in Item 1 of the Company's Registration Statement 
	   on Form 8-A filed with the Commission on December 12, 1990.


    All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange 
Act"), subsequent to the effective date hereof and prior to the filing of a 
post-effective amendment hereto that indicates that all securities offered 
hereby have been sold or that deregisters all such securities then remaining 
unsold, shall be deemed to be incorporated herein by reference and to be a part 
hereof from the date of filing of such documents.  Any statement contained 
herein or in any document incorporated or deemed to be incorporated by 
reference herein shall be deemed to be modified or superseded for purposes of 
this Registration Statement to the extent that a statement contained herein or 
in any other subsequently filed document which also is or is deemed to be 
incorporated by reference herein modifies or supersedes such statement.  Any 
such statement so modified or superseded shall not be deemed to constitute a 
part of this Registration Statement, except as so modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES.

	Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

	Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Pursuant to the Company's Articles of Incorporation and Bylaws and the 
Texas Business Corporation Act, the Company has agreed to indemnify certain 
current and former officers and directors in connection with pending litigation 
as well as with other actions they may have taken while serving as directors 
or officers of the Company.  Pursuant to Article 2.02-1 of the Texas Business 
Corporation Act, the Company generally has the power to indemnify its present 
and former directors and officers against expenses and liabilities incurred 
by them in connection with any suit to which they are, or are threatened to be 
made, a party by reason of their serving in those positions so long as they 
acted in good faith and in a manner they reasonably believed to be in, or not 
opposed to, the best interests of the Company, and with respect to any criminal 
action, so long as they had no reasonable cause to believe their conduct was 
unlawful.  With respect to suits by or in the right of the Company, however, 
indemnification is generally limited to attorneys' fees and other expenses and 

				       2
<PAGE>
is not available if the person is adjudged to be liable to the Company, unless 
the court determines that indemnification is appropriate.  The statute 
expressly provides that the power to indemnify authorized thereby is not 
exclusive of any rights granted under any bylaw, agreement, vote of 
stockholders or disinterested directors, or otherwise.  The Company also has 
the power to purchase and maintain insurance for its directors and officers.

     The preceding discussion is not intended to be exhaustive and is qualified 
in its entirety by the Articles of Incorporation and Article 2.02-1 of the 
Texas Business Corporation Act.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

	Not applicable.

ITEM 8. EXHIBITS.

     Unless otherwise indicated below as being incorporated by reference to 
another filing of the Company with the Commission, each of the following 
exhibits is filed herewith:

4.1  -  Specimen Certificate for Common Stock, $.0001 par value, incorporated 
	by reference to The Southland Corporation's Annual Report on Form 10-K 
	for the year ended December 31, 1990, Exhibit 4(i)(2).

4.2  -  Form of Voting Agreement and Stock Transfer Restriction and Buy-Back 
	Agreement relating to shares of common stock, $.01 par value, issued 
	pursuant to Grant Stock Plan, incorporated by reference to Registration 
	Statement on Form S-8, Reg. No. 33-25327, Exhibits 4.5 and 4.4.

4.3  -  Shareholders Agreement dated as of November 1, 1988, by and among The 
	Southland Corporation, Thompson Brothers, L.P., Thompson Capital 
	Partners, L.P., The Hayden Company, The Williamsburg Corporation, 
	Four J Investment, L.P., each Limited Partner of Thompson Capital 
	Partners, L.P., as of the date thereof, and The Philp Co., incorporated 
	by reference to File No. 0-676, Annual Report on Form 10-K for year 
	ended December 31, 1988, Exhibit 4(i)(7), Tab 2.

4.4  -  Shareholders Agreement dated as of March 5, 1991, among The Southland
	Corporation, Ito-Yokado Co., Ltd., IYG Holding Company, Thompson 
	Brothers, L.P., Thompson Capital Partners, L.P., The Hayden Company, 
	The Williamsburg Corporation, Four J Investment, L.P., The Philp Co., 
	participants in the Company's Grant Stock Plan who are signatories 
	thereto and certain limited partners of Thompson Capital Partners, 
	L.P., who are signatories thereto, incorporated by reference to 
	Schedule 13D filed by Ito-Yokado Co., Ltd., Seven-Eleven Japan Co., 
	Ltd. and IYG Holding Company, Exhibit A.

4.5  -  First Amendment to Shareholders Agreement, dated December 30, 1992, 
	incorporated by reference to File Nos. 0-676 and 0-16626, Annual 
	Report on Form 10-K for year ended December 31, 1992, Exhibit 4(i)(5), 
	Tab 1.

4.6  -  Warrant Agreement dated as of March 5, 1991, among certain Holders of 
	Common Shares of The Southland Corporation named therein, Wilmington 
	Trust Company, as Warrant Agent, The Southland Corporation and 
	Ito-Yokado Co., Ltd., incorporated by reference to Schedule 13D filed 
	by Ito-Yokado Co., Ltd., Seven-Eleven Japan Co., Ltd. and IYG Holding 
	Company, Exhibit B.

4.7  -  Specimen Warrant Certificates to Purchase Common Shares of The Southland
	Corporation pursuant to Warrant Agreement dated as of March 5, 1991, 
	between The Southland Corporation and Wilmington Trust Company as 
	Warrant Agent, incorporated by reference to The Southland Corporation's 
	Annual Report on Form 10-K for the year ended December 31, 1990, Exhibit 
	4(i)(7).


				       3
<PAGE>
4.8  -  Indenture, including Debenture, between The Southland Corporation and 
	Ameritrust Company National Association, as trustee, providing for 5% 
	First Priority Senior Subordinated Debenture due December 15, 2003, 
	incorporated by reference to The Southland Corporation's Annual Report 
	on Form 10-K for the year ended December 31, 1990, Exhibit 4(ii)(2).

4.9  -  Indenture, including Debentures, between The Southland Corporation and 
	The Riggs National Bank of Washington, D.C., as trustee providing for 
	4 1/2% Second Priority Senior Subordinated Debentures (Series A) due 
	June 15, 2004, 4% Second Priority Senior Subordinated Debentures 
	(Series B) due June 15, 2004, and 12% Second Priority Senior 
	Subordinated Debentures (Series C) due June 15, 2009, incorporated by 
	reference to The Southland Corporation's Annual Report on Form 10-K for 
	the year ended December 31, 1990, Exhibit 4(ii)(3).

4.10 -  The Southland Corporation 1995 Stock Incentive Plan.

5.1  -  Opinion of Vinson & Elkins L.L.P.

15.1 -  Letter of Coopers & Lybrand, L.L.P., Re Unaudited Interim Financial
	Information.

23.1 -  Consent of Coopers & Lybrand L.L.P., Independent Auditors.

23.9 -  Consent of Vinson & Elkins L.L.P. (included in its opinion filed as
	Exhibit 5.1 hereto).

24.1 -  Power of Attorney (see the signature pages hereto).


ITEM 9. UNDERTAKINGS.

     The Company 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;

	     (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; and

	     (iii)   to include any material information with respect to the 
      plan of distribution not previously disclosed in the Registration 
      Statement or any material change to such information in the Registration 
      Statement;

  PROVIDED, HOWEVER, that paragraphs (1)(i) and (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 by the Company pursuant 
  to section 13 or section 15(d) of the Exchange Act that are incorporated by 
  reference in this Registration Statement.

     (2)     That, for the purposes of determining any liability under the 
  Securities Act, 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 registration by means of a post-effective amendment 
  any of the securities being registered which remain unsold at the termination 
  of the offering.

				       4
<PAGE>
 
     (4)     That, for purposes of determining any liability under the 
  Securities Act, each filing of the Company's annual report pursuant to 
  section 13(a) or section 15(d) of the Exchange Act 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.

     (5)     Insofar as indemnification for liabilities arising under the 
  Securities Act may be permitted to directors, officers and controlling 
  persons of the Company pursuant to the foregoing provisions, or otherwise, 
  the Company has been advised that in the opinion of the Commission such 
  indemnification is against public policy as expressed in the Securities Act 
  and is, therefore, unenforceable.  In the event that a claim for 
  indemnification against such liabilities (other than the payment by the 
  Company of expenses incurred or paid by a director, officer or controlling 
  person of the Company 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 Company 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 
  Securities 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, as amended, 
the Company 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 Dallas, State of Texas, on the 23rd day of 
October, 1995.

			       THE SOUTHLAND CORPORATION

			       By:           /s/ Clark J. Matthews, II
				      -----------------------------------------
				      Clark J. Matthews, II
				      President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated.  Each person whose signature appears 
below authorizes Bryan F. Smith, Jr., Ezra Shashoua and Carol S. Hilburn, and 
each of them, each of whom may act without joinder of the other, to execute in 
the name of each such person who is then an officer or director of the Company 
and to file any amendments to this Registration Statement necessary or 
advisable to enable the Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and 
Exchange Commission in respect thereof, in connection with the registration of 
the securities which are the subject of this Registration Statement, which 
amendments may make such changes in the Registration Statement as such attorney 
may deem appropriate.


      Signature                        Capacity                  Date
      ---------                        --------                  ----

 /s/ Masatoshi Ito           Chairman of the Board and     October 23, 1995
- -----------------------      Director  
   Masatoshi Ito

 /s/ Toshifumi Suzuki        Vice Chairman of the Board    October 23, 1995
- -----------------------      and Director    
   Toshifumi Suzuki        


 /s/ Clark J. Matthews, II   President and Chief           October 23, 1995
- ---------------------------  Executive Officer and 
   Clark J. Matthews, II     Director (Principal Executive   
			     Officer) and Acting Chief
			     Financial Officer (Principal
			     Financial Officer)  
			     

  /s/ Don Thomas             Controller                     October 23, 1995
- ---------------------------  (Principal Accounting Officer)
    Don Thomas
							    October 23, 1995
  /s/Yoshitami Arai          Director                             
- ---------------------------
    Yoshitami Arai

  /s/ Timothy N. Ashida      Director                       October 23, 1995
- ---------------------------
    Timothy N. Ashida

  /s/ Jay W. Chai            Director                       October 23, 1995
- ---------------------------       
    Jay W. Chai

  
				       6

<PAGE>
   
  /s/ Gary J. Fernandes      Director                       October 23, 1995
- ---------------------------  
    Gary J. Fernandes


  /s/ Masaaki Kamata         Director                       October 23, 1995
- ---------------------------     
    Masaaki Kamata


  /s/ Kazuo Otsuka           Director                       October 23, 1995
- ---------------------------        
    Kazuo Otsuka


  /s/ Asher O. Pacholder     Director                       October 23, 1995
- ---------------------------    
    Asher O. Pacholder

			     
  /s/ Nobutake Sato          Director                       October 23, 1995
- ---------------------------        
    Nobutake Sato


  /s/ Tatsuhiro Sekine       Director                       October 23, 1995
- ---------------------------    
    Tatsuhiro Sekine


  /s/ Jere W. Thompson       Co-Vice Chairman of the Board  October 23, 1995
- ---------------------------  and Director
    Jere W. Thompson


/s/ John P. Thompson         Co-Vice Chairman of the Board  October 23, 1995
- ---------------------------  and Director      
    John P. Thompson




				       7
<PAGE>
 

				 EXHIBIT INDEX


   Exhibit                            Description of Exhibit
   -------                            ----------------------

  4.1      -     Specimen Certificate for Common Stock, $.0001 par value, 
		 incorporated by reference to The Southland Corporation's 
		 Annual Report on Form 10-K for the year ended December 31,
		 1990, Exhibit 4.(i)(2).

  4.2      -     Form of Voting Agreement and Stock Transfer Restriction and 
		 Buy-Back Agreement relating to shares of common stock, $.01 
		 par value, issued pursuant to Grant Stock Plan, incorporated 
		 by reference to Registration Statement on Form S-8, Reg. No. 
		 33-25327, Exhibits 4.5 and 4.4.

  4.3      -     Shareholders Agreement dated as of November 1, 1988, by and 
		 among The Southland Corporation, Thompson Brothers, L.P., 
		 Thompson Capital Partners, L.P., The Hayden Company, The 
		 Williamsburg Corporation, Four J Investment, L.P., each 
		 Limited Partner of Thompson Capital Partners, L.P., as of the 
		 date thereof, and The Philp Co., incorporated by reference to 
		 File No. 0-676, Annual Report on Form 10-K for year ended 
		 December 31, 1988, Exhibit 4(i)(7), Tab 2.

  4.4      -     Shareholders Agreement dated as of March 5, 1991, among The 
		 Southland Corporation, Ito-Yokado Co., Ltd., IYG Holding 
		 Company, Thompson Brothers, L.P., Thompson Capital Partners, 
		 L.P., The Hayden Company, The Williamsburg Corporation, Four 
		 J Investment, L.P., The Philp Co., participants in the 
		 Company's Grant Stock Plan who are signatories thereto and 
		 certain limited partners of Thompson Capital Partners, L.P., 
		 who are signatories thereto, incorporated by reference to 
		 Schedule 13D filed by Ito-Yokado Co., Ltd., Seven-Eleven Japan 
		 Co., Ltd. and IYG Holding Company, Exhibit A.

  4.5      -     First Amendment to Shareholders Agreement, dated December 30, 
		 1992, incorporated by reference to File Nos. 0-676 and 
		 0-16626, Annual Report on Form 10-K for year ended 
		 December 31, 1992, Exhibit 4(i)(5), Tab 1.

  4.6      -     Warrant Agreement dated as of March 5, 1991, among certain 
		 Holders of Common Shares of The Southland Corporation named 
		 therein, Wilmington Trust Company, as Warrant Agent, The 
		 Southland Corporation and Ito-Yokado Co., Ltd., incorporated 
		 by reference to Schedule 13D filed by Ito-Yokado Co., Ltd., 
		 Seven-Eleven Japan Co., Ltd. and IYG Holding Company, 
		 Exhibit B.

  4.7      -     Specimen Warrant Certificates to Purchase Common Shares of
		 The Southland Corporation pursuant to Warrant Agreement dated 
		 as of March 5, 1991, between The Southland Corporation and 
		 Wilmington Trust Company as Warrant Agent, incorporated by 
		 reference to The Southland Corporation's Annual Report on Form 
		 10-K for the year ended December 31, 1990, Exhibit 4(i)(7).

  4.8      -     Indenture, including Debenture, between The Southland 
		 Corporation and Ameritrust Company National Association, as 
		 trustee, providing for 5% First Priority Senior Subordinated 
		 Debenture due December 15, 2003, incorporated by reference to 
		 The Southland Corporation's Annual Report on Form 10-K for the 
		 year ended December 31, 1990, Exhibit 4(ii)(2).

  4.9      -     Indenture, including Debentures, between The Southland 
		 Corporation and The Riggs National Bank of Washington, D.C., 
		 as trustee providing for 4 1/2% Second Priority Senior 
		 Subordinated Debentures (Series A) due June 15, 2004, 4% 
		 Second Priority Senior Subordinated Debentures (Series B) due 
		 June 15, 2004, and 12% Second Priority Senior Subordinated 
		 Debentures (Series C) due June 15, 2009, incorporated by 
		 reference to The Southland Corporation's Annual Report on Form 
		 10-K for the year ended December 31, 1990, Exhibit 4(ii)(3).

				       8
<PAGE>
 
   Exhibit                            Description of Exhibit
   -------                            ----------------------

  4.10     -     The Southland Corporation 1995 Stock Incentive Plan.


  5.1      -     Opinion of Vinson & Elkins L.L.P.

  15.1     -     Letter of Coopers & Lybrand, L.L.P., Re Unaudited Interim 
		 Financial Information

  23.1     -     Consent of Coopers & Lybrand L.L.P., Independent Auditors.

  23.9     -     Consent of Vinson & Elkins L.L.P. (included in its opinion 
		 filed as Exhibit 5.1 hereto).

  24.1     -     Power of Attorney (see the signature pages hereto).




				      9
[{"type": "S-8", "sequence": "1", "description": "1995 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 23395}]
{"company-data": {"conformed-name": "SOUTHLAND CORP", "cik": "0000092344", "assigned-sic": "5412", "irs-number": "751085131", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63617", "film-number": "95583376"}, "business-address": {"street1": "2711 N HASKELL AVE", "city": "DALLAS", "state": "TX", "zip": "75204", "phone": "2148287011"}, "mail-address": {"street1": "2711 NORTH HASKELL AVE", "city": "DALLAS", "state": "TX", "zip": "75204"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 23, 1995
						  Registration No. 33-
- ------------------------------------------------------------------------------

 
	                    		SECURITIES AND EXCHANGE COMMISSION
			                          Washington, D.C. 20549

                         				  _________________
                        				       FORM S-8
                 			       REGISTRATION STATEMENT
                               					UNDER
                 			     THE SECURITIES ACT OF 1933
	                         			  _________________
 
			      THE SOUTHLAND CORPORATION
		(Exact name of registrant as specified in its charter)

	    TEXAS                                              75-1085131
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)
	
			      
			                        2711 NORTH HASKELL AVENUE
			       
			                          DALLAS, TEXAS 75204-2906
   	   (Address of principal executive offices, including zip code)
                         				  ____________________

           		THE SOUTHLAND CORPORATION 1995 STOCK INCENTIVE PLAN

                  			       (Full title of the plan)

                          				   CAROL S. HILBURN
                  			      ASSOCIATE GENERAL COUNSEL
                  			      THE SOUTHLAND CORPORATION
			                        2711 NORTH HASKELL AVENUE
                  			       DALLAS, TEXAS 75204-2906
                         				    (214) 828-7011
	     (Name, address and telephone number of agent for service)

                          					copy to:        

                         				   DEREK R. MCCLAIN
                        				VINSON & ELKINS L.L.P.
           			             3700 TRAMMELL CROW CENTER
                         				   2001 ROSS AVENUE
                 			       DALLAS, TEXAS 75201-2975 
                          				    (214) 220-7797
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------   
   Title of                Amount to be       Proposed maximum      Proposed maximum           Amount of 
securities to be            registered         offering price           aggregate         registration fee
  registered                                     per share1         offering price1
- ----------------------------------------------------------------------------------------------------------
Common Stock, $.0001 par                                      
value per share           41,000,000 shares       $3.25                $133,250,000            $45,948 
- ----------------------------------------------------------------------------------------------------------
	
     1    Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) 
	  under the Securities Act of 1933, as amended, and based on the average of the high and low prices 
	  of the Common Stock reported on The Nasdaq Stock Market on October 19, 1995.
PART II
		 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

   The following documents have been filed with the Securities and Exchange 
Commission (the "Commission") by The Southland Corporation, a Texas corporation 
(the "Company"), and are incorporated herein by reference and made a part 
hereof:

       (a) The Company's Annual Report on Form 10-K for the fiscal year ended 
	   December 31, 1994;

       (b) The Company's Quarterly Report on Form 10-Q for the quarterly period 
	   ended March 31, 1995;

       (c) The Company's Quarterly Report on Form 10-Q for the quarterly period 
	   ended June 30, 1995; and

       (d) The description of the Company's Common Stock, $.0001 par value per 
	   share, contained in Item 1 of the Company's Registration Statement 
	   on Form 8-A filed with the Commission on December 12, 1990.

    All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange 
Act"), subsequent to the effective date hereof and prior to the filing of a 
post-effective amendment hereto that indicates that all securities offered 
hereby have been sold or that deregisters all such securities then remaining 
unsold, shall be deemed to be incorporated herein by reference and to be a part 
hereof from the date of filing of such documents.  Any statement contained 
herein or in any document incorporated or deemed to be incorporated by 
reference herein shall be deemed to be modified or superseded for purposes of 
this Registration Statement to the extent that a statement contained herein or 
in any other subsequently filed document which also is or is deemed to be 
incorporated by reference herein modifies or supersedes such statement.  Any 
such statement so modified or superseded shall not be deemed to constitute a 
part of this Registration Statement, except as so modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES.

	Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

	Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Pursuant to the Company's Articles of Incorporation and Bylaws and the 
Texas Business Corporation Act, the Company has agreed to indemnify certain 
current and former officers and directors in connection with pending litigation 
as well as with other actions they may have taken while serving as directors 
or officers of the Company.  Pursuant to Article 2.02-1 of the Texas Business 
Corporation Act, the Company generally has the power to indemnify its present 
and former directors and officers against expenses and liabilities incurred 
by them in connection with any suit to which they are, or are threatened to be 
made, a party by reason of their serving in those positions so long as they 
acted in good faith and in a manner they reasonably believed to be in, or not 
opposed to, the best interests of the Company, and with respect to any criminal 
action, so long as they had no reasonable cause to believe their conduct was 
unlawful.  With respect to suits by or in the right of the Company, however, 
indemnification is generally limited to attorneys' fees and other expenses and 

				       2
is not available if the person is adjudged to be liable to the Company, unless 
the court determines that indemnification is appropriate.  The statute 
expressly provides that the power to indemnify authorized thereby is not 
exclusive of any rights granted under any bylaw, agreement, vote of 
stockholders or disinterested directors, or otherwise.  The Company also has 
the power to purchase and maintain insurance for its directors and officers.

     The preceding discussion is not intended to be exhaustive and is qualified 
in its entirety by the Articles of Incorporation and Article 2.02-1 of the 
Texas Business Corporation Act.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

	Not applicable.

ITEM 8. EXHIBITS.

     Unless otherwise indicated below as being incorporated by reference to 
another filing of the Company with the Commission, each of the following 
exhibits is filed herewith:

4.1  -  Specimen Certificate for Common Stock, $.0001 par value, incorporated 
	by reference to The Southland Corporation's Annual Report on Form 10-K 
	for the year ended December 31, 1990, Exhibit 4(i)(2).

4.2  -  Form of Voting Agreement and Stock Transfer Restriction and Buy-Back 
	Agreement relating to shares of common stock, $.01 par value, issued 
	pursuant to Grant Stock Plan, incorporated by reference to Registration 
	Statement on Form S-8, Reg. No. 33-25327, Exhibits 4.5 and 4.4.

4.3  -  Shareholders Agreement dated as of November 1, 1988, by and among The 
	Southland Corporation, Thompson Brothers, L.P., Thompson Capital 
	Partners, L.P., The Hayden Company, The Williamsburg Corporation, 
	Four J Investment, L.P., each Limited Partner of Thompson Capital 
	Partners, L.P., as of the date thereof, and The Philp Co., incorporated 
	by reference to File No. 0-676, Annual Report on Form 10-K for year 
	ended December 31, 1988, Exhibit 4(i)(7), Tab 2.

4.4  -  Shareholders Agreement dated as of March 5, 1991, among The Southland
	Corporation, Ito-Yokado Co., Ltd., IYG Holding Company, Thompson 
	Brothers, L.P., Thompson Capital Partners, L.P., The Hayden Company, 
	The Williamsburg Corporation, Four J Investment, L.P., The Philp Co., 
	participants in the Company's Grant Stock Plan who are signatories 
	thereto and certain limited partners of Thompson Capital Partners, 
	L.P., who are signatories thereto, incorporated by reference to 
	Schedule 13D filed by Ito-Yokado Co., Ltd., Seven-Eleven Japan Co., 
	Ltd. and IYG Holding Company, Exhibit A.

4.5  -  First Amendment to Shareholders Agreement, dated December 30, 1992, 
	incorporated by reference to File Nos. 0-676 and 0-16626, Annual 
	Report on Form 10-K for year ended December 31, 1992, Exhibit 4(i)(5), 
	Tab 1.

4.6  -  Warrant Agreement dated as of March 5, 1991, among certain Holders of 
	Common Shares of The Southland Corporation named therein, Wilmington 
	Trust Company, as Warrant Agent, The Southland Corporation and 
	Ito-Yokado Co., Ltd., incorporated by reference to Schedule 13D filed 
	by Ito-Yokado Co., Ltd., Seven-Eleven Japan Co., Ltd. and IYG Holding 
	Company, Exhibit B.

4.7  -  Specimen Warrant Certificates to Purchase Common Shares of The Southland
	Corporation pursuant to Warrant Agreement dated as of March 5, 1991, 
	between The Southland Corporation and Wilmington Trust Company as 
	Warrant Agent, incorporated by reference to The Southland Corporation's 
	Annual Report on Form 10-K for the year ended December 31, 1990, Exhibit 
	4(i)(7).

				       3
4.8  -  Indenture, including Debenture, between The Southland Corporation and 
	Ameritrust Company National Association, as trustee, providing for 5% 
	First Priority Senior Subordinated Debenture due December 15, 2003, 
	incorporated by reference to The Southland Corporation's Annual Report 
	on Form 10-K for the year ended December 31, 1990, Exhibit 4(ii)(2).

4.9  -  Indenture, including Debentures, between The Southland Corporation and 
	The Riggs National Bank of Washington, D.C., as trustee providing for 
	4 1/2% Second Priority Senior Subordinated Debentures (Series A) due 
	June 15, 2004, 4% Second Priority Senior Subordinated Debentures 
	(Series B) due June 15, 2004, and 12% Second Priority Senior 
	Subordinated Debentures (Series C) due June 15, 2009, incorporated by 
	reference to The Southland Corporation's Annual Report on Form 10-K for 
	the year ended December 31, 1990, Exhibit 4(ii)(3).

4.10 -  The Southland Corporation 1995 Stock Incentive Plan.

5.1  -  Opinion of Vinson & Elkins L.L.P.

15.1 -  Letter of Coopers & Lybrand, L.L.P., Re Unaudited Interim Financial
	Information.

23.1 -  Consent of Coopers & Lybrand L.L.P., Independent Auditors.

23.9 -  Consent of Vinson & Elkins L.L.P. (included in its opinion filed as
	Exhibit 5.1 hereto).

24.1 -  Power of Attorney (see the signature pages hereto).

ITEM 9. UNDERTAKINGS.

     The Company 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;

	     (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; and

	     (iii)   to include any material information with respect to the 
      plan of distribution not previously disclosed in the Registration 
      Statement or any material change to such information in the Registration 
      Statement;

  PROVIDED, HOWEVER, that paragraphs (1)(i) and (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 by the Company pursuant 
  to section 13 or section 15(d) of the Exchange Act that are incorporated by 
  reference in this Registration Statement.

     (2)     That, for the purposes of determining any liability under the 
  Securities Act, 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 registration by means of a post-effective amendment 
  any of the securities being registered which remain unsold at the termination 
  of the offering.

				       4
(4)     That, for purposes of determining any liability under the 
  Securities Act, each filing of the Company's annual report pursuant to 
  section 13(a) or section 15(d) of the Exchange Act 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.

     (5)     Insofar as indemnification for liabilities arising under the 
  Securities Act may be permitted to directors, officers and controlling 
  persons of the Company pursuant to the foregoing provisions, or otherwise, 
  the Company has been advised that in the opinion of the Commission such 
  indemnification is against public policy as expressed in the Securities Act 
  and is, therefore, unenforceable.  In the event that a claim for 
  indemnification against such liabilities (other than the payment by the 
  Company of expenses incurred or paid by a director, officer or controlling 
  person of the Company 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 Company 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 
  Securities Act and will be governed by the final adjudication of such issue.

				       5
SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, as amended, 
the Company 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 Dallas, State of Texas, on the 23rd day of 
October, 1995.

			       THE SOUTHLAND CORPORATION

			       By:           /s/ Clark J. Matthews, II
				      -----------------------------------------
				      Clark J. Matthews, II
				      President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated.  Each person whose signature appears 
below authorizes Bryan F. Smith, Jr., Ezra Shashoua and Carol S. Hilburn, and 
each of them, each of whom may act without joinder of the other, to execute in 
the name of each such person who is then an officer or director of the Company 
and to file any amendments to this Registration Statement necessary or 
advisable to enable the Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and 
Exchange Commission in respect thereof, in connection with the registration of 
the securities which are the subject of this Registration Statement, which 
amendments may make such changes in the Registration Statement as such attorney 
may deem appropriate.

      Signature                        Capacity                  Date
      ---------                        --------                  ----

 /s/ Masatoshi Ito           Chairman of the Board and     October 23, 1995
- -----------------------      Director  
   Masatoshi Ito

 /s/ Toshifumi Suzuki        Vice Chairman of the Board    October 23, 1995
- -----------------------      and Director    
   Toshifumi Suzuki        

 /s/ Clark J. Matthews, II   President and Chief           October 23, 1995
- ---------------------------  Executive Officer and 
   Clark J. Matthews, II     Director (Principal Executive   
			     Officer) and Acting Chief
			     Financial Officer (Principal
			     Financial Officer)  
			     

  /s/ Don Thomas             Controller                     October 23, 1995
- ---------------------------  (Principal Accounting Officer)
    Don Thomas
							    October 23, 1995
  /s/Yoshitami Arai          Director                             
- ---------------------------
    Yoshitami Arai

  /s/ Timothy N. Ashida      Director                       October 23, 1995
- ---------------------------
    Timothy N. Ashida

  /s/ Jay W. Chai            Director                       October 23, 1995
- ---------------------------       
    Jay W. Chai

  
				       6
/s/ Gary J. Fernandes      Director                       October 23, 1995
- ---------------------------  
    Gary J. Fernandes

  /s/ Masaaki Kamata         Director                       October 23, 1995
- ---------------------------     
    Masaaki Kamata

  /s/ Kazuo Otsuka           Director                       October 23, 1995
- ---------------------------        
    Kazuo Otsuka

  /s/ Asher O. Pacholder     Director                       October 23, 1995
- ---------------------------    
    Asher O. Pacholder

			     
  /s/ Nobutake Sato          Director                       October 23, 1995
- ---------------------------        
    Nobutake Sato

  /s/ Tatsuhiro Sekine       Director                       October 23, 1995
- ---------------------------    
    Tatsuhiro Sekine

  /s/ Jere W. Thompson       Co-Vice Chairman of the Board  October 23, 1995
- ---------------------------  and Director
    Jere W. Thompson

/s/ John P. Thompson         Co-Vice Chairman of the Board  October 23, 1995
- ---------------------------  and Director      
    John P. Thompson

				       7
EXHIBIT INDEX

   Exhibit                            Description of Exhibit
   -------                            ----------------------

  4.1      -     Specimen Certificate for Common Stock, $.0001 par value, 
		 incorporated by reference to The Southland Corporation's 
		 Annual Report on Form 10-K for the year ended December 31,
		 1990, Exhibit 4.(i)(2).

  4.2      -     Form of Voting Agreement and Stock Transfer Restriction and 
		 Buy-Back Agreement relating to shares of common stock, $.01 
		 par value, issued pursuant to Grant Stock Plan, incorporated 
		 by reference to Registration Statement on Form S-8, Reg. No. 
		 33-25327, Exhibits 4.5 and 4.4.

  4.3      -     Shareholders Agreement dated as of November 1, 1988, by and 
		 among The Southland Corporation, Thompson Brothers, L.P., 
		 Thompson Capital Partners, L.P., The Hayden Company, The 
		 Williamsburg Corporation, Four J Investment, L.P., each 
		 Limited Partner of Thompson Capital Partners, L.P., as of the 
		 date thereof, and The Philp Co., incorporated by reference to 
		 File No. 0-676, Annual Report on Form 10-K for year ended 
		 December 31, 1988, Exhibit 4(i)(7), Tab 2.

  4.4      -     Shareholders Agreement dated as of March 5, 1991, among The 
		 Southland Corporation, Ito-Yokado Co., Ltd., IYG Holding 
		 Company, Thompson Brothers, L.P., Thompson Capital Partners, 
		 L.P., The Hayden Company, The Williamsburg Corporation, Four 
		 J Investment, L.P., The Philp Co., participants in the 
		 Company's Grant Stock Plan who are signatories thereto and 
		 certain limited partners of Thompson Capital Partners, L.P., 
		 who are signatories thereto, incorporated by reference to 
		 Schedule 13D filed by Ito-Yokado Co., Ltd., Seven-Eleven Japan 
		 Co., Ltd. and IYG Holding Company, Exhibit A.

  4.5      -     First Amendment to Shareholders Agreement, dated December 30, 
		 1992, incorporated by reference to File Nos. 0-676 and 
		 0-16626, Annual Report on Form 10-K for year ended 
		 December 31, 1992, Exhibit 4(i)(5), Tab 1.

  4.6      -     Warrant Agreement dated as of March 5, 1991, among certain 
		 Holders of Common Shares of The Southland Corporation named 
		 therein, Wilmington Trust Company, as Warrant Agent, The 
		 Southland Corporation and Ito-Yokado Co., Ltd., incorporated 
		 by reference to Schedule 13D filed by Ito-Yokado Co., Ltd., 
		 Seven-Eleven Japan Co., Ltd. and IYG Holding Company, 
		 Exhibit B.

  4.7      -     Specimen Warrant Certificates to Purchase Common Shares of
		 The Southland Corporation pursuant to Warrant Agreement dated 
		 as of March 5, 1991, between The Southland Corporation and 
		 Wilmington Trust Company as Warrant Agent, incorporated by 
		 reference to The Southland Corporation's Annual Report on Form 
		 10-K for the year ended December 31, 1990, Exhibit 4(i)(7).

  4.8      -     Indenture, including Debenture, between The Southland 
		 Corporation and Ameritrust Company National Association, as 
		 trustee, providing for 5% First Priority Senior Subordinated 
		 Debenture due December 15, 2003, incorporated by reference to 
		 The Southland Corporation's Annual Report on Form 10-K for the 
		 year ended December 31, 1990, Exhibit 4(ii)(2).

  4.9      -     Indenture, including Debentures, between The Southland 
		 Corporation and The Riggs National Bank of Washington, D.C., 
		 as trustee providing for 4 1/2% Second Priority Senior 
		 Subordinated Debentures (Series A) due June 15, 2004, 4% 
		 Second Priority Senior Subordinated Debentures (Series B) due 
		 June 15, 2004, and 12% Second Priority Senior Subordinated 
		 Debentures (Series C) due June 15, 2009, incorporated by 
		 reference to The Southland Corporation's Annual Report on Form 
		 10-K for the year ended December 31, 1990, Exhibit 4(ii)(3).

				       8
Exhibit                            Description of Exhibit
   -------                            ----------------------

  4.10     -     The Southland Corporation 1995 Stock Incentive Plan.

  5.1      -     Opinion of Vinson & Elkins L.L.P.

  15.1     -     Letter of Coopers & Lybrand, L.L.P., Re Unaudited Interim 
		 Financial Information

  23.1     -     Consent of Coopers & Lybrand L.L.P., Independent Auditors.

  23.9     -     Consent of Vinson & Elkins L.L.P. (included in its opinion 
		 filed as Exhibit 5.1 hereto).

  24.1     -     Power of Attorney (see the signature pages hereto).

				      9