MORNINGSTAR GROUP INC 10-K

FORM 10-K FOR YEAR ENDED DECEMBER 31, 1996

THE MORNINGSTAR GROUP INC. 1996

AMENDMENT NO. 1 TO 1994 INCENTIVE PLAN

EMPLOYMENT AGREEMENT DATED JULY 1, 1994

EMPLOYMENT AGREEMENT DATED OCTOBER 1, 1995

SEVERANCE/CHANGE-IN-CONTROL ARRANGEMENT

SEVERANCE ARRANGEMENT

ANNUAL REPORT TO STOCKHOLDERS

SUBSIDIARIES OF THE REGISTRANT

CONSENT OF ARTHUR ANDERSEN, LLP

FINANCIAL DATA SCHEDULE