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                                   FORM 8-A

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) or 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                               THE PANTRY, INC.
            (Exact name of registrant as specified in its charter)


                Delaware                                   56-1574463
(State of incorporation or organization)    (I.R.S. Employer Identification No.)
 
P.O. Box 1410, 1801 Douglas Drive, Sanford, North Carolina      27331-1410
        (Address of principal executive offices)                (Zip Code)

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


             Title of each class             Name of each exchange on which
             to be so registered             each class is to be registered
                    None                                  N/A


     If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [_]

     If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]

     Securities Act registration statement file number to which this form
     relates: 333-74221 (if applicable)

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

 
                            Common Stock, par value
                                $0.01 per share
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                               (Title of Class)


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Item 1.   Description of Registrant's Securities to be Registered.

     The information required by Item 202 of Regulation S-K is provided under
the heading "DESCRIPTION OF CAPITAL STOCK" in the Registrant's Registration
Statement on Form S-1, Registration No. 333-74221, as initially filed with the
Securities and Exchange Commission on March 10, 1999, as amended on April 2,
1999 and as the same may be subsequently amended (the "Registration Statement on
Form S-1").  The Registration Statement on Form S-1 is hereby incorporated by
reference and made a part hereof.

Item 2.   Exhibits.

     The following Exhibits are filed as part of this Registration Statement:

     1.   Restated Certificate of Incorporation of Registrant, as amended to
date, incorporated by reference to Exhibit 3.1 of the Registrant's Registration
Statement on Form S-4, Registration No. 333-42811.

     2.   Bylaws of Registrant, as amended to date, incorporated by reference to
Exhibit 3.2 of the Registrant's Annual Report on Form 10-K for the year ended
September 28, 1995.

     3.   Specimen stock certificate for the Common Stock of the Registrant, to
be filed by amendment to this Form 8-A.

                                   SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

                             THE PANTRY, INC.

 

Dated: April 19, 1999        By: /s/ William T. Flyg
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                             William T. Flyg
                             Senior Vice President and Chief Financial Officer

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