H.E. BUTT GROCERY COMPANY

CENTRAL MARKET HEB

MARKET;retail food store services;

CLASSIC DINING

TAKE-OUT FOOD SERVICES;

CLASSIC DINING AT HOME

PREPARED MEAT, FISH, AND FOWL ENTREES; SOUPS; FRUIT SALADS; VEGETABLE SALADS; AND PREPARED VEGETABLES;

CLASSIC DINING AT HOME

PREPARED MEAT, FISH, AND FOWL ENTREES; SOUPS; FRUIT SALADS; VEGETABLE SALADS; AND PREPARED VEGETABLES;

CLASSIC DINING AT HOME

TAKE-OUT FOOD SERVICES;

FIRST RUN

RENTING OF VIDEO TAPES;1ST RUN;

FLORESVILLE TIN ROOF

ICE CREAM;TIN ROOF;THE LINING ON THE DRAWING IS FOR SHADING PURPOSES ONLY AND DOES NOT DENOTE COLOR.;

FREE V

PRE-RECORDED VIDEO TAPE RENTAL SERVICES;FREE 5;FREE;

FRESH TAKES

packaged, prepackaged, and prepared main dishes, side dishes and appetizers consisting primarily of pasta or rice, namely, rice pilaf, steamed rice, fried rice, rice and creole sausage, and Spanish rice; rolls containing vegetables, fish and shellfish; gravy; salsa; roasted corn cakes, coconut curry, spring rolls, sushi; bread; bread sticks; pizza; desserts, namely, pies, tarts, cakes, cookies, biscotti, puddings, flans, creme brulee, and pastries;packaged, prepackaged, and prepared main dishes consisting primarily of meat, fish, shellfish, poultry, cheese, beans or vegetables; appetizers consisting primarily of meat, fish, shellfish, poultry, cheese, beans or vegetables, namely, smoked artichokes, crab cakes, fish sticks, corn on the cob, shrimp cocktail, smoked turkey wings, pork spareribs, mozzarella and tomatoes, grilled brie, and avocado dip; entree salads, namely, cobb salad, Chef's salad, caesar salad, Chinese chicken salad, antipasto, and chopped vegetable salad; side order salads, namely, potato and bacon salad, bean salad, green pea and jicama salad, and cole slaw; prepared soups; packaged, prepackaged, and prepared side dishes consisting primarily of potatoes, beans, and vegetables, namely, mashed potatoes, baked potatoes, creamed spinach, broccoli au gratin, creamed peas with pearl onions and mushrooms, black-eyed peas, tricolor pepper and corn, baked beans, roasted vegetables, roasted potatoes, potatoes au gratin, ratatouille, glazed carrots and cranberries, and refried beans;FRESH;

GAMEWARE

rental of video game cartridges;

GREAT'S!

Packaged, prepackaged, and prepared main dishes, side dishes and appetizers consisting primarily of pasta or rice, namely, rice pilaf, steamed rice, fried rice, rice and Creole sausage, and Spanish rice; rolls containing vegetables, fish and shellfish; prepared sandwiches for consumption on and off the premises; gravy; salsa; roasted corn cakes, coconut curry, spring rolls, sushi; bread; bread sticks; pizza; desserts, namely, pies, tarts, cakes, cookies, biscotti, puddings, flans, creme brulee, and pastries;Packaged, prepackaged, and prepared main dishes consisting primarily of meat, fish, shellfish, poultry, cheese, beans or vegetables; appetizers consisting primarily of meat, fish, shellfish, poultry, cheese, beans or vegetables, namely, smoked artichokes, crab cakes, fish sticks, corn on the cob, shrimp cocktail, smoked turkey wings, pork spareribs, mozzarella and tomatoes, grilled brie, and avocado dip; entree salads, namely, Cobb salad, Chefs salad, Caesar salad, Chinese chicken salad, antipasto, and chopped vegetable salad; side order salads, namely, potato and bacon salad, bean salad, green pea and jicama salad, and cole slaw; prepared soups; packaged, prepackaged, and prepared side dishes consisting primarily of potatoes, beans, and vegetables, namely, mashed potatoes, baked potatoes, creamed spinach, broccoli au gratin, creamed peas with pearl onions and mushrooms, black-eyed peas, tricolor pepper and corn, baked beans, roasted vegetables, roasted potatoes, potatoes au gratin, ratatouille, glazed carrots and cranberries, and refried beans;

GREAT'S! FRESH MEALS FOR THE TAKING

packaged, prepackaged, and prepared main dishes, side dishes and appetizers consisting primarily of pasta or rice, namely, rice pilaf, steamed rice, fried rice, rice and Creole sausage, and Spanish rice; rolls containing vegetables, fish and shellfish; prepared sandwiches for consumption on and off the premises; gravy; salsa; roasted corn cakes, coconut curry, spring rolls, sushi; bread; bread sticks; pizza; desserts, namely, pies, tarts, cakes, cookies, biscotti, puddings, flans, creme brulee, and pastries;packaged, prepackaged, and prepared main dishes consisting primarily of meat, fish, shellfish, poultry, cheese, beans or vegetables; appetizers consisting primarily of meat, fish, shellfish, poultry, cheese, beans or vegetables, namely, smoked artichokes, crab cakes, fish sticks, corn on the cob, shrimp cocktail, smoked turkey wings, pork spareribs, mozzarella and tomatoes, grilled brie, and avocado dip; entree salads, namely, Cobb salad, Chef's salad, Caesar salad, Chinese chicken salad, antipasto, and chopped vegetable salad; side order salads, namely, potaot and bacon salad, bean salad, green pea and jicama salad, and cole slaw; prepared soups; packaged, prepackaged, and prepared side dishes consisting primarily of potatoes, baked potatoes, creamed spinach, broccoli au gratin, creamed peas with pearl onions and mushrooms, black-eyed peas, tricolor pepper and corn, baked beans, roasted vegetables, roasted potatoes, potatoes au gratin, ratatouille, glazed carrots and cranberries, and refried beans;

GREATS

packaged, prepackaged, and prepared main dishes, side dishes and appetizers consisting primarily of pasta or rice, namely, rice pilaf, steamed rice, fried rice, rice and Creole sausage, and Spanish rice; rolls containing vegetables, fish and shellfish; prepared sandwiches for comsumption on and off the premises; gravy; salsa; roasted corn cakes, coconut curry, spring rolls, sushi; bread; bread sticks; pizza; desserts, namely, pies, tarts, cakes, cookies, biscotti, puddings, flans, creme brulee, and pastries;packaged, prepackaged, and prepared main dishes consisting primarily of meat, fish, shellfish, poultry, cheese, beans or vegetables; appetizers consisting primarily of meat, fish, shellfish, poultry, cheese, beans or vegetables, namely, smoked artichokes, crab cakes, fish sticks, corn on the cob, shrimp cocktail, smoked turkey wings, pork spareribs, mozzarella and tomatoes, grilled brie, and avocado dip; entree salads, namely, Cobb salad, Chef's salad, Caesar salad, Chinese chicken salad, antipasto, and chopped vegetable salad; side order salads, namely, potato and bacon salad, bean salad, green pea and jicama salad, and cole slaw; prepared soups; packaged, prepackaged, and prepared side dishes consisting primarily of potatoes, baked potatoes, creamed spinach, broccoli au gratin, creamed peas with pearl onions and mushrooms, black-eyed peas, tricolor pepper and corn, baked beans, roasted vegetables, roasted potatoes, potatoes au gratin, ratatouille, glazed carrots and cranberries, and refried beans;

H-E-B

SUPERMARKET DELIVERY SERVICES;HEB;

H-E-B PANTRY FOODS

FOODS;SUPERMARKET SERVICES;

H-E-B RICH & LITE

nonfat ice cream;Rich and Light;RICH AND LITE;

H-E-B SERVING YOU SINCE 1905

HEB;SERVING YOU SINCE 1905;SUPERMARKET SERVICES;

H-E-B SPORTS QUENCHER

H.E. BUTT QUENCHER;fruit-flavored soft drinks;QUENCHER;

H-E-B VIDEO CENTRAL

HEB VIDEO CENTRAL;VIDEO;RETAIL STORE SERVICES IN THE FIELD OF PRERECORDED VIDEO TAPES, VIDEO GAMES AND SOUND RECORDINGS;

H-E-B VIDEO CENTRAL

RENTAL OF PRERECORDED VIDEO TAPES, RENTAL OF VIDEO GAME CARTRIDGES AND RENTAL OF VIDEO TAPE RECORDERS;VIDEO;

H-E-BEAR

RENTAL OF PRERECORDED VIDEO TAPES, RENTAL OF VIDEO GAME CARTRIDGES AND RENTAL OF VIDEO TAPE RECORDERS;HE BEAR;

H-E-BEAR

HE BEAR;RETAIL STORE SERVICES IN THE FIELD OF PRERECORDED VIDEO TAPES, VIDEO GAMES AND SOUND RECORDINGS;

H.E.B A TEXAS TRADITION SINCE 1905 FIRST STORE

educational services in the nature of a traveling museum;retail food store services;THE LINING IN THE DRAWING IS A FEATURE OF THE MARK AND IS NOT INTENDED TO INDICATE COLOR.;

H.E.B PRIME SOURCE

HEB PRIME SOURCE;market information services in the field of supermarket products;

H.E.B. BODEGA

h e bodega;BODEGA;retail grocery store services;The English translation of the Spanish word BODEGA in the mark is wine cellar, cellar, wine shop, warehouse, or grocery store.;

H.E.B. FIRST STORE

educational services in the nature of a traveling museum;HEB 1st store;retail food store services;

H.E.B. VIDEO EXPRESS

VIDEO;retail store services in the field of pre-recorded video tapes, video games and sound recordings;

H.E.B. VIDEO SUPERSTORE

RENTAL OF PRERECORDED VIDEO TAPES;HEB VIDEO SUPER STORE;VIDEO SUPERSTORE;

H.E.B. VIDEO SUPERSTORE

HEB VIDEO SUPER STORE;VIDEO SUPERSTORE;RETAIL STORE SERVICES IN THE FIELD OF PRERECORDED VIDEOTAPES;

HARTEX

CANNED FRUITS; [ CANNED FRUIT JUICES; CANNED VEGETABLE JUICES; ] TOMATO SAUCE; [ TOMATO CATSUP; APPLE BUTTER; JAMS; JELLIES; FRUIT PRESERVES; ORANGE MARMALADE; ORANGE FOOD DRINK ];

HEALTHSHARE

HEALTH SHARE;UNDERWRITING OF HEALTH INSURANCE;

HEB

Delivery of groceries and consumer goods by truck or rail;

HEB RESOURCE

retail pharmacy services;

HOT TITLES

RETAIL STORE SERVICES IN THE FIELD OF PRERECORDED VIDEO TAPES;

HUAJILLO HONEY AND VANILLA BEAN

ICE CREAM;HUAJILLO HONEY AND VANILLA BEAN;THE LINING SHOWN IN THE DRAWING IS A FEATURE OF THE MARK AND IS NOT INTENDED TO INDICATE COLOR.;

KIDSVILLE

VIDEO RENTAL STORE SERVICES;

KIDSVILLE

RENTAL OF PRERECORDED VIDEO TAPES, RENTAL OF VIDEO GAME CARTRIDGES AND RENTAL OF VIDEO TAPE RECORDERS;

LET'S EAT

educational services, namely, conducting classes in food preparation and distributing course materials and recipes in connection therewith, such classes being conducted at supermarkets offering for sale a full line of supermarket products, including all items need for preparation of the distributed recipes, but specifically not conducting such classes through retail gourmet food stores and caterers;LETS EAT;EAT;

MORE VIDEOS. MORE VARIETY. MORE VALUE.

RETAIL STORE SERVICES IN THE FIELD OF PRERECORDED VIDEO TAPES;

NIFTY GIFTY

promoting the sale of the food products of others through the issuance of gift certificates redeemable for merchandise at the issuing party's food stores;

PANTRY H-E-B FOODS

HEB PANTRY FOODS;FOODS;SUPERMARKET SERVICES;

PARK LANE

razor blades;

PARK MANOR

eggs;

PARTNER CARE PLUS

CARE;counseling services related to substance abuse and addiction;

PARTNER CARE PLUS

CARE;counseling services related to substance abuse, addiction, depression, marital and other personal and family problems;

PHOTO PLACE

unexposed photographic film;PHOTO;

PLAZA

CARBONATED FRUIT FLAVORED SOFT DRINKS; ROOT BEER; AND COLA FLAVORED SOFT DRINKS;

POTEET TEXAS STRAWBERRY

ICE CREAM;POTEET TEXAS STRAWBERRY;THE LINING AND STIPPLING SHOWN ON THE MARK IS A FEATURE OF THE MARK AND DOES NOT INDICATE COLOR.;

PRICE BUSTERS

RENTING OF VIDEO TAPES;

PRICING AS EASY AS 1-2-3!

PRICING AS EASY AS 123;RETAIL STORE SERVICES IN THE FIELD OF PRERECORDED VIDEO TAPES;

PRO SHOPPER

Retail supermarket services offered through physical retail outlets and featuring groceries but excluding clothing, jewelry, fragrances, home and garden accessories, books, toys, music, artwork, travel services, and concierge services;SHOPPER;

PUT BACK WHAT YOU WORK OUT

fruit-flavored soft drinks;

RANCH COUNTRY

cooked sausage with biscuits;

RENTING A VIDEO IS AS EASY AS 1-2-3

RENTING A VIDEO IS AS EASY AS 123;RETAIL STORE SERVICES IN THE FIELD OF PRERECORDED VIDEO TAPES;

ROYAL MAID

MADE;BAKERY PRODUCTS-NAMELY, COOKIES;

ROYAL MAID

fruit juices;

ROYAL MAID

egg nog;

SAMPLES WITH TASTE

PRODUCT SAMPLING AND DEMONSTRATION SERVICES;

SELECT CIRCLE

PROMOTING THE GOODS OF OTHERS BY MEANS OF A PREFERRED CUSTOMER BONUS PROGRAM;

SELECT CIRCLE

RENTAL OF PRERECORDED VIDEO CASSETTES;

SELECT CIRCLE

CHECK CASHING AND CREDIT EXTENSION SERVICES;

SILVEX

LIQUID LAUNDRY STARCH;

SPORTS QUENCHER

fruit-flavored soft drinks;QUENCHER;

TASTE OF AUSTIN

coffee;

TASTE OF SAN ANTONIO

coffee;

TEXAS

TEXAS;take-out food services;

TEXAS

TEXAS and the representation of the map of Texas;food preparation services for take-out;The stippling is for shading purposes only and does not indicate color.;

TEXAS HEARTH BREADS

BREAD;TEXAS AND BREADS;

TEXAS HEARTH BREADS

BREAD;TEXAS AND BREADS;

TEXAS PECAN AND MESQUITE HONEY

ICE CREAM;TEXAS PECAN AND MESQUITE HONEY;THE LINING AND STIPPLING SHOWN ON THE MARK IS A FEATURE OF THE MARK AND DOES NOT INDICATE COLOR.;

TEXAS RECIPE VANILLA

ICE CREAM;VANILLA;THE LINES IN THE DRAWING ARE A FEATURE OF THE DESIGN PORTION OF THE MARK AND ARE NOT INTENDED TO INDICATE COLOR.;

TEXAS SEASONS

ICE CREAM;TEXAS;

TEXAS SEASONS CHOCOLATE

ICE CREAM;CHOCOLATE;THE LINING IN THE DRAWING IS A FEATURE OF THE MARK AND IS NOT INTENDED TO INDICATE COLOR.;

THE CONVENIENCE CORNER

RETAIL GROCERY STORE SERVICE AND TAKE-OUT FOOD SERVICES;

THE GREAT TEXAS BREAD & PASTRY FACTORY

BREADS AND PASTRIES;GREAT TEXAS BREAD & PASTRY;

THE GREAT TEXAS BREAD & PASTRY FACTORY

TEXAS AND BREAD & PASTRY;RETAIL STORE SERVICES IN THE FIELD OF BREADS AND PASTRIES;

TRUE PRIDE

coffee; tea; ketchup; mustard; candy; bread; rolls; cakes; pastries; cookies; sugar; flour; salt; rice; dry mixes for baked goods; vinegar; dry pasta; picante sauce; barbecue sauce; table syrups; corn chips; tortilla chips; breakfast cereals; tortillas; ice cream; frozen yogurt; frozen confections; frozen pies and pastries; spices; gravy mixes; honey; boxed macaroni and cheese dinners; boxed dinners consisting primarily of pasta or rice; spaghetti sauces; prepared canned Mexican food; namely, canned peppers, canned tomatoes, salsa, canned beans, canned refried beans, canned Spanish rice, canned enchiladas, canned tamales; flavored gelatin desserts; canned pudding; pudding mixes; marshmallows; refrigerated pizza; frozen pizza; macaroni, rice and pasta salads; chocolate and marshmallow toppings for ice cream;batteries; prercorded audio and video tapes featuring music and entertainment; blank audio and video tapes;canned processed fruits and vegetables; fruit jams, jellies and preserves; non-dairy coffee creamers; milk; cream; half and half; butter; margarine; cheese; eggs; shortenings; cooking oils; canned and frozen seafood; processed shelled nuts; mayonnaise; salad dressings; canned peppers, olives and pickles; peanut butter; potato chips; canned soups; dry soup mixes; dried fruit; fruit, nut and whipped toppings for ice cream; fruit and vegetable salads; fruit gelatin salads; frozen fruits and vegetables; frozen prepared entrees and dinners consisting primarily of meat, fish, poultry or vegetables; dried beans; canned fruit pie fillings; canned milk; powdered milk;aluminum foil;aspirin; iodine; topical antibiotics; oral analgesics; topical analgesics; cough drops; throat lozenges; throat sprays; antacids; laxatives; sanitary napkins; feminine hygiene pads; douches; vitamin and mineral supplements; baby food; infant formula; room deodorizers;plastic food wraps; plastic food storage bags; plastic trash bags; disposable diapers; facial tissues; paper towels; paper napkins; ink pens; ball point pens; pencils; erasers; notebook paper;lump charcoal for cooking; charcoal briquets; charcoal lighter fluid;mouthwash; toothpaste; denture cleaners; laundry detergents; all-purpose cleaning preparations; personal deodorants; antiperspirants; hair spray; non-medicated hair care preparations; skin soap; deodorant soap; drain openers; cosmetics; namely, lipstick, eyebrow pencil, eye liners, foundation make-up, blusher and eye shadow;hosiery;smoking tobacco; chewing tobacco; snuff;electric light bulbs;dental floss;toothbrushes; mops; brooms; scrubbing brushes for household use;canned fruit juices; frozen concentrated fruit juices; fruit drinks containing water; powdered fruit-flavored drink mixes; carbonated soft drinks; bottled water;pet food;

V-17

RETAIL STORE SERVICES IN THE FIELD OF PRERECORDED VIDEO TAPES;

WHITE CHRISTMAS TEXAS STYLE

ICE CREAM;