(Front Cover)
1999 Annual Report
Arnold Industries, Inc.
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(Inside Front Cover)
ARNOLD INDUSTRIES, INC.

Arnold Industries is a transportation and logistics holding
company.  Through its operating units, New Penn Motor Express, Inc., Arnold
Transportation Services, Inc., and Arnold Logistics, the Company provides
regional less-than-truckload (LTL), truckload, fulfillment and logistic
services.  1999 operating revenues totaled $428 million.

NEW PENN

New Penn provides next-day LTL service in the Northeast region of
the United States.  The company is widely regarded as a superior service
provider and one of the most efficiently operated carriers in the industry.
1999 operating revenues totaled $215.6 million.

ARNOLD LOGISTICS

Arnold Logistics specializes in order fulfillment and logistic services.
Arnold Logistics has 3.4 million square feet of warehousing space
located in Pennsylvania, North Carolina and Texas.  1999 operating revenues
totaled $37.0 million.

ARNOLD TRANSPORTATION SERVICES

Arnold Transportation Services provides irregular route and dedicated
truckload services in the Northeast, Southeast, Midwest and Southwest regions
of the United States.  1999 operating revenues totaled $175.6 million.

FINANCIAL SUMMARY
(dollars in thousands except per share data)

                                      1999          1998       Change

Revenues                            $428,231     $403,721       6.1%

Net Income                          $34,654      $35,116       -1.3%

Net Income Per Share (Basic)        $1.40        $1.37          2.2%

Shareholders' Equity                $248,182     $226,400       9.6%

Total Assets                        $345,743     $320,111       8.0%

Return on Average
  Shareholders' Equity              14.6%        15.8%         -1.2%

CONTENTS
      1    Letter to Shareholders
      2    New Penn Motor Express
      4    Arnold Logistics
      6    Arnold Transportation Services
      8    Consolidated Five-Year
                 Statistical Summary
      9    Consolidated Balance Sheets
     10    Consolidated Statements of Income
     10    Consolidated Statements of
                 Shareholders' Equity
     11    Consolidated Statements of Cash Flows
     12    Notes to Consolidated
                 Financial Statements
     17    Report of Independent Accountants
     18    Quarterly Performance
     18    Price Range Common Stock
     19    Management's Discussion and
                 Analysis of Financial Condition
                 and Results of Operations
     22    Eleven-Year Financial Summary
     24    Board of Directors and
                 Shareholder Information



To Our Shareholders:

Arnold Industries achieved record revenues of $428 million in 1999, an
increase of 6%.  Basic earnings per share rose to a record $1.40,
an increase of $.03 compared to 1998.  During the past three years, we have
purchased over 2 million shares of Arnold Industries stock in open-market
transactions as part of our share repurchase program.

Although we strongly believe our stock represents an excellent value, your
Board shares the sentiments of many stockholders that it has been
disappointing, if not frustrating, to have the trucking sector, and Arnold
Industries in particular, miss the recent bull market.  The shares of
companies like Arnold Industries (dividend-paying, profitable, stable
companies, commonly called "value stocks") have largely been overlooked in
recent years while high revenue growth technology companies have been the
darlings of Wall Street.  At the same time, we also recognize that the modest
growth in earnings at Arnold Industries in recent years is reflected in the
current share price. However, as noted below and elsewhere in this report,
there were many positive developments at each of our companies in 1999 that
position the company for improved earnings in the future.

New Penn continued its record of stellar performance with revenues and
operating income increasing 6% and 4%, respectively. The operating ratio was
an outstanding 79.2.  New Penn had a strong finish.  Fourth quarter revenues
grew 13% as the company was able to capitalize on the demise of a competitor
without sacrificing margins.  The outstanding operations team at New Penn
continues to produce a very high quality product while maintaining
efficiencies that position the company among the low-cost producers of
regional LTL transportation.  Equally important is New Penn's success in
raising the standard of LTL service in the Northeast.  Improvements that
combine even faster service with information technology and the Internet
position the company for continued success.

Arnold Transportation Services successfully addressed several challenges
during the year.  The company bounced back from a potentially significant
change in a key source of revenue to end the year with modest growth.  The
company increased recruiting efforts to deal with the shortage of drivers.
Rising fuel costs dealt a blow to margins, which remain unsatisfactory.
Unfortunately, rising fuel costs are expected to be a very significant issue
through the first quarter of 2000.  Margin improvement and a commitment to
secure dedicated operations are the highest priorities at Arnold
Transportation.

Exciting developments at Arnold Logistics resulted in a 26% increase in
revenues.  The growth was primarily in the areas of order fulfillment, reverse
logistics and distribution services.  Arnold Logistics is becoming a leader in
e-commerce fulfillment and reverse logistic services.  Start-up costs associated
with the growth and e-commerce service developments resulted in flat earnings
for the year.  We plan to more than double the revenues at Arnold Logistics in
the next two years.  Fully integrated fulfillment services that meet the needs
of e-commerce clients are an important source of future revenues.  We are
aggressively pursuing acquisitions in new geographic markets.  The future
growth curve we have planned for Arnold Logistics is expected to support a
larger contribution to earnings in the years ahead.

As always, we appreciate the continued support of our shareholders, the
business of our loyal customers and the dedicated efforts of the thousands of
employees at each of our operating units.  The new century presents us with
opportunity as well as substantial challenge.  Our industry is no longer just
trucking, it is part of the revolution in logistics.  We are continuously
refining our service offerings to meet the ever-changing needs of our
customers through the unique and combined expertise of our three divisions.

Sincerely,

/s/ E. H. Arnold


E. H. Arnold
Chairman, President and CEO
March 1, 2000


NEW PENN MOTOR EXPRESS

Overview

New Penn Motor Express is a next-day regional less-than-truckload (LTL)
carrier of general commodities.  The Company operates 23 terminal facilities
serving the twelve Northeastern United States, the Province of Quebec and the
Commonwealth of Puerto Rico.  New Penn also provides service to portions of
the Midwest, the Southeastern United States and Ontario, Canada through
partnerships with other high-service regional carriers.

Industry Leading Financials

In 1999, New Penn achieved record revenues of $215.6 million, an increase of
6%, and record operating income of $44.8 million, an increase of 4%.
Operating revenues grew stronger throughout the year, and New Penn finished
the year with an excellent fourth quarter when revenues increased 13% and
operating income increased 5%.  For the year 1999, New Penn should once again
lead the industry in operating profit margins through an outstanding operating
ratio of 79.2.

Service Improvements

New Penn has long had a reputation of superior service and a culture of
continuous improvement.  1999 was no exception as the company received several
awards for service quality including being named "LTL Core Carrier of the
Year" by The Home Depot.  Several new records for service excellence were
established including on-time service and cargo claims.  During the year,
99.82% of shipments were delivered claim-free and the claims ratio was reduced
to .3% indicating only three tenths of 1% of revenues were paid back to
shippers to settle cargo claims.

In response to customers' ever-increasing need for faster transit times, New
Penn improved the service standards in several traffic lanes from second-day
to next-day.  These improvements brought the overall performance to 95% of
shipments being delivered next-day.  At the same time, the company recognized
that customers also prefer to receive shipments as early in the day as
possible.  With that in mind, the company undertook a company-wide service
improvement project. The results have been impressive with the company now
delivering nearly 70% of shipments before noon.

Integrated Information Technology

On-board Computers

New Penn is a leader in the use of information technology to maximize
operational efficiencies.  The major initiative during 1999 was the continued
implementation of on-board computers.  On-boards are now installed in 75% of
New Penn's tractor fleet.


By year-end 2000, this technology will be utilized in all but two facilities
where rural and mountainous conditions make the application impractical at
this time.  What makes New Penn's on-board computer implementation unique is
its integration with the computerized pickup and delivery dispatch system that
is already in use throughout the New Penn network.  On-boards provide improved
communication between the driver and dispatcher.

Internet Applications

In 1999, the company made significant progress in its use of the Internet for
customer applications by integrating its advanced internal information systems
with the World Wide Web to give customers greater visibility of their
shipments.  By linking the web site to the dispatch system and on-board
computers, customers get up-to-the-minute delivery status information on their
shipments without calling the company.   Through a secure area of the web
site, customers can also create reports of their shipping activity, review
freight charges and request shipping documents.

During the first quarter of 2000 several enhancements to the site were
introduced including customer specific rate quotes and pickup entry.  The
pickup entry feature permits customers to enter a request for pickup directly
into the dispatch system eliminating the need for an employee to take the call
and enter the information.  The web site address is www.newpenn.com.

Safety, Facilities and Equipment

During 1999, 17 additional drivers surpassed one million miles without a DOT
chargeable accident.  Further, three employees achieved two million
accident-free miles.  The company is extremely proud of the safety
accomplishments of its employees.  A total of 57 drivers now have driven over
1 million accident-free miles.

New Penn continues to use its financial stability to invest for the future.
Newly renovated facilities in the Philadelphia and Boston areas were opened in
1999 to expand capacity and improve efficiency.  Six other facilities are at
various stages of land acquisition, construction or renovation.  The company
also invested in 95 new tractors and 58 new trailers in 1999 to ensure a
modern, reliable, cost-effective fleet.

The investments made in service improvements, technology, facilities and
equipment in 1999 ensure the company is well-positioned to efficiently meet
customer needs in the future.


ARNOLD LOGISTICS

Overview

Arnold logistics is a provider of fulfillment and logistic services.  With
nearly 800 dedicated employees, over 3.4 million sq. ft. of warehousing space
and a full range of services, Arnold Logistics is well-positioned to meet the
dynamic logistics challenges facing customers today.  Facilities are located
in Pennsylvania, Texas and North Carolina.  Arnold Logistics provides
award-winning service and was recently recognized by the Quaker Oats Company
and by the Coors Brewing Company for outstanding distribution services in
1999.  Services provided include:

Fulfillment -  e-commerce and catalog order management, invoicing,
warehousing, small parcel shipping, order and inventory reporting. Arnold
Logistics provides unique fulfillment services for the e-commerce customer
such as same day shipping, peak order volume management and even gift
wrapping.  An important component of comprehensive fulfillment service is Call
Center Management which includes Internet order administration, catalog order
management, customer service, credit card processing, integrated managed chat,
reporting and email.

Contract Packaging -  custom sortation, automated high-speed shrink-wrapping
and banding, collating, carton assembly, UPC and date coding.

Distribution - integrated warehousing, shipping and transportation services,
including climate controlled facilities and insulated trailers.

Reverse Logistics - comprehensive returns processing from receiving to
warehousing and reshipping plus sorting, inspection and refurbishment.

Financials

Arnold Logistics posted record revenues of $37.0 million in 1999, an increase
of 26%. The growth was primarily in the areas of order fulfillment, reverse
logistics and distribution services at the new facilities in Lancaster, PA.
Operating income was unchanged at $5.5 million reflecting significant start-up
costs associated with the new e-commerce and fulfillment services.  Fourth
quarter operating income increased 3% compared to the prior year.

Investing in the Future

The strategy at Arnold Logistics is to utilize the extensive experience gained
during the past 24 years in the traditional services of distribution,
warehousing and contract packaging as a stable platform from which to grow in
the new e-commerce and reverse logistics markets.  Growth in all service areas
reduces risk and


improves the company's flexibility to customize solutions to the needs of each
customer.  Unlike many other e-commerce fulfillment companies, Arnold
Logistics provided to its clients high levels of service throughout the
peak-volume fourth quarter holiday shipping period.  Arnold Logistics
maintained its commitment to premium e-commerce fulfillment services.  Such
premium service is at the heart of the Arnold Logistics strategy to support
dynamic e-commerce growth in the future.  Premium service is also the
company's greatest sales tool.  Two large fulfillment projects became
operational in the second half of 1999.  To support future growth, investments
will continue to be made in information technology, facilities and people.

Information Technology

Recent investments in information technology include automated product sorting
equipment for accuracy and speed in order fulfillment.  Call center
management and service systems were enhanced including expansion of
Internet access and managed Internet chat with reporting and Internet email
capabilities.  Systems that forward computer reports through the Internet
improve customer communications and reduce operating costs.  Development of a
new modular order management and warehouse management system has begun that
will allow future applications to be implemented seamlessly. This system is
being designed to increase flexibility and system capabilities while
minimizing the cost and time required to implement new system features.  The
computerized answering system is being enhanced to ensure uninterrupted
service 24 hours per day, seven days per week.

Facilities

During 1999, Arnold logistics began operation of a 562,000 sq. ft.
company-owned warehouse in Lancaster, PA.  The company invested over $2
million in equipment for the Lancaster facility including a highly automated
sorter using barcode scanning to process orders.  The company also increased
its leased space in Central Pennsylvania by 100,000 sq. ft. and added a
240,000 sq. ft. facility in Dallas, TX in 1999.

People

Project management staff is now being dedicated to assist clients in managing
projects through the start-up phase and expanding their existing operations
with Arnold Logistics.  Resources have been doubled in the past year to aid in
the support and development of information systems.  Executive staff has been
enhanced to provide the management structure needed.  Arnold Logistics has
been a leader in hiring and training people who reflect the diversity of
today's workplace including refugees from Bosnia and Viet Nam.



ARNOLD TRANSPORTATION SERVICES

Overview

Arnold Transportation Services provides irregular route, multi-stop and
dedicated truckload services in the Northeast, Southeast, Midwest and
Southwest regions of the United States.  The Company is headquartered in
Jacksonville, FL and operates eleven service centers.  Arnold Transportation
Services has a significant presence in the beverage, consumer products and
retail industries.

Financial Results

Arnold Transportation Services achieved record revenues of $175.6 million in
1999, a 2% increase from the previous year.  Operating income for the year was
$5.9 million, a decrease of 18%, however, in the fourth quarter operating
income increased 6%.  Diesel fuel costs, a key cost component, rose throughout
the year and had a negative impact on operating income.

Market Developments

Arnold Transportation made a significant move away from reliance on
third-party brokerage agreements as a source of revenue in 1999.  Although
this had a negative impact on revenue growth in 1999, long-term, this change
positions the company to better control future revenue streams.  Direct
contact with key national account customers resulted in partnership
opportunities, improved account penetration and significant growth at those
accounts in 1999.  New contracts for dedicated service secured in 1999 will
also be a source of future revenue growth.

Several national account customers recognized Arnold Transportation for
outstanding customer service and on-time delivery including Appleton Paper and
Best Buy.  Special recognition was given to the company and several customer
service representatives as The Home Depot named the company "Truckload Carrier
of the Year" at the Import Distribution Center in Savannah, Ga.

An area of strategic focus for Arnold Transportation in 1999 was development
of the Midwest region.  Revenues on business to and from the region grew by
over 50%.  This growth helped the company reduce its empty miles as a
percentage of all miles.  The overall revenue per tractor also improved.
While the company continues to grow in the interregional markets, the average
length of haul in 1999 was 356 miles reflecting the regional roots of the
company.

Driver Recruitment

The shortage and turnover rate of truck drivers continued to be an issue
throughout the industry and at Arnold Transportation in 1999.  The company
made progress recruiting drivers in St. Louis to support the


Midwest market expansion.  In June, the company introduced "Super Driver", an
audio cassette series to help keep drivers informed of company developments in
an interesting and entertaining fashion.  The company also began utilizing the
World Wide Web as a tool for driver recruitment.  Arnold Transportation is
relying more heavily on owner-operators as their numbers increased by 17% in
1999.  Part of the growth in owner-operators came from a special program
whereby 59 company drivers purchased and financed tractors through the
company.

Safety, Facilities and Equipment

Another industry-wide issue on which Arnold Transportation is making progress
is safety.  The company decreased the frequency of preventable accidents by
13% and reduced the rate of lost-time injuries by 15%.

The company continued to review its network of terminal and maintenance
facilities following the merger of the three former truckload subsidiaries.
The Greensboro, NC terminal was closed in June.  In Charlotte, the maintenance
facility was closed and the terminal is scheduled to close in March 2000.

The company reduced the average age of the tractor fleet to 2.1 years.  This
represents a reduction of over one third in the past year.  The benefits are
in higher service reliability, lower maintenance costs and in driver
recruiting as new units are equipped with the latest in "driver-friendly"
features.  Over 330 new tractors were purchased in 1999.  With this major
update of the fleet, a significant reduction in capital expenditures is
expected in 2000.  The trailer fleet was expanded 5% in 1999 to provide modern
53' trailers for customers.  Nearly 85% of the fleet is now comprised of 53'
and 57' high cube trailers.  The company increased its use of satellite
tracking units by 33% in 1999 and now all linehaul tractors are equipped with
the technology.  Maintenance costs per mile were reduced by 8% compared to the
prior year.

Information Technology Systems

New operations management systems were designed and implemented to monitor
out-of-route mileage, fuel economy and tractor utilization.  New Internet
applications were developed for load tendering with key customers and
development of the Arnold Transportation web site
(www.arnoldtransportation.com).  Market development efforts were supported
through the implementation of a software package for customer relationship
management to be used by the sales force and customer service representatives.
Improved marketing reports to manage key accounts were also implemented.

Progress was made on many fronts in 1999 to support improved growth of
revenues and earnings at Arnold Transportation.




              ARNOLD INDUSTRIES CONSOLIDATED FIVE-YEAR SUMMARY
               (dollars in thousands except per share data)

                         1999       1998       1997       1996         1995
                                                      
 Operating Revenues     428,231     403,721     383,165    356,335    330,136
 Net Income              34,654      35,116      32,210     25,409     30,501
 Net Income Per
   Share                   1.40        1.37        1.23        .95       1.15

 Operating Revenues by Service

 Less-than-Truckload    215,609    202,910      203,299    181,871    167,057
 Truckload              175,599    171,366      153,712    151,926    144,534
 Fulfillment
   & Logistics           37,023     29,445       26,154     22,538     18,545






CONSOLIDATED BALANCE SHEETS
as of December 31, 1999 and 1998 (dollars in thousands)


 ASSETS                                        1999            1998
                                                      
 Current assets:
   Cash and cash equivalents               $  16,231          $19,433
   Marketable securities                       2,105            4,849
   Accounts receivable:
     Trade (less allowance for doubtful
        accounts of $1,471 and $1,184)        49,607           39,555
     Officers and employees                      204              604
   Notes receivable, current                   1,358              874
   Deferred income taxes                       4,258            6,263
   Prepaid expenses and supplies               7,464            7,458
   Refundable income taxes                       -                707
     Total current assets                     81,227           79,743

 Property and equipment, at cost:
   Land                                       20,443           17,691
   Buildings                                 108,465           88,206
   Revenue and service equipment             224,500          213,524
   Other equipment and fixtures               45,287           34,337
   Construction in progress                    3,106           16,400
                                             401,801          370,158
   Accumulated depreciation                  157,028          149,459
     Total property and equipment            244,773          220,699

 Other assets:
   Goodwill, net of accumulated
     amortization of $2,876 and $2,592         8,018            8,303
   Investments in limited partnerships         8,595            9,120
   Notes receivable, long-term                 1,755            1,091
   Cash value of life insurance, net             928              875
   Other                                         447              280
     Total other assets                       19,743           19,669
                                            $345,743         $320,111
LIABILITIES AND SHAREHOLDERS' EQUITY

 Current liabilities:
   Notes payable                            $ 24,830         $ 15,864
   Accounts payable, trade                    10,789           10,352
   Estimated liability for claims              4,302            5,079
   Salaries and wages                          3,809            3,387
   Accrued vacation                            6,039            5,889
   Accrued expenses - other                    4,059            4,041
   Income taxes payable                        1,297                -
     Total current liabilities                55,125           44,612
 Other long-term liabilities:
   Estimated liability for claims              2,646           10,714
   Deferred income taxes                      37,710           35,307
   Notes payable                                 192            1,310
   Other                                       1,888            1,768
     Total other long-term liabilities        42,436           49,099
 Commitments and contingencies (Note 11)
 Shareholders' equity:
   Common stock, par value $1.00;
    authorized 100,000,000 shares;
    29,942,628 issued in 1999 and 1998        29,942           29,942
   Paid-in capital                             1,585              658
   Retained earnings                         256,161          232,418
                                             287,688          263,018
   Less treasury stock, at cost -
    5,277,302 and 5,123,476 shares in
    1999 and 1998, respectively              (39,506)         (36,618)
     Total shareholders' equity              248,182          226,400
                                            $345,743         $320,111

<FN>The accompanying notes are an integral part of the
    consolidated financial statements.






CONSOLIDATED STATEMENTS OF INCOME
for the years ended December 31, 1999, 1998 and 1997
(dollars in thousands, except per share data)

                                         1999       1998       1997
                                                     
 Operating revenues                    $428,231     $403,721    $383,165
 Operating expenses:
   Salaries, wages and
     related expenses                   198,079      190,629     187,439
   Supplies and expenses                 53,428       52,229      59,387
   Operating taxes and licenses          10,683        9,793       9,342
   Insurance                             11,328        9,101       7,471
   Communication and utilities            6,263        5,615       5,247
   Purchased transportation              57,856       46,406      29,650
   Rental of buildings, revenue
     equipment, etc., net                 2,032        1,145       1,715
   Depreciation and amortization         31,892       30,585      29,133
   Miscellaneous                            827        2,021       2,865
          Total operating expenses      372,388      347,524     332,249
          Operating income               55,843       56,197      50,916
 Other expense - net, including
     interest income of $1,250,
     $1,674 and $1,605                   (1,000)        (355)        (27)
          Income before income taxes     54,843       55,842      50,889
 Income taxes                            20,189       20,726      18,679
          Net income                   $ 34,654     $ 35,116    $ 32,210
 Per share amounts
   Basic                               $   1.40     $   1.37    $   1.23
   Diluted                             $   1.39     $   1.36    $   1.22





CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
for the years ended December 31, 1999, 1998 and 1997
(dollars in thousands, except per share data)
                               Common    Paid-in    Retained    Treasury
                               Stock     Capital    Earnings    Stock
                                                   
 Balance - December 31, 1996  $ 29,942    $  209    $187,923     $ (8,927)
   Net income                        -         -      32,210            -
   Distribution of treasury
    stock due to exercise of
    stock options                    -       274           -          203
   Purchase of treasury stock        -         -           -      (13,065)
   Cash dividends paid
    ($.44 per share)                 -         -     (11,516)           -

 Balance - December 31, 1997    29,942       483     208,617      (21,789)
   Net income                        -         -      35,116            -
   Distribution of treasury
    stock due to exercise of
    stock options                    -       175           -          213
   Purchase of treasury stock        -         -           -      (15,042)
   Cash dividends paid
    ($.44 per share)                 -         -     (11,315)           -

 Balance - December 31, 1998    29,942       658     232,418      (36,618)
   Net income                        -         -      34,654            -
   Distribution of treasury
    stock due to exercise of
    stock options                    -       927           -          292
   Purchase of treasury stock        -         -           -       (3,180)
   Cash dividends paid
    ($.44 per share)                 -         -     (10,911)           -

 Balance - December 31, 1999  $ 29,942   $ 1,585    $256,161     $(39,506)

<FN>  The accompanying notes are an integral part of the
      consolidated financial statements.






CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended December 31, 1999, 1998 and 1997
(dollars in thousands)
                                             1999       1998       1997
                                                        
 Cash flows from operating activities:
   Net income                              $ 34,654     $ 35,116    $ 32,210
   Adjustments to reconcile net
    income to net cash provided by
    operating activities:
   Depreciation and amortization             32,406       31,099      29,636
   Gain on disposal of property
    and equipment                            (1,723)      (2,096)       (588)
   Equity in earnings of limited
    partnerships                                 (7)         (33)        (33)
   Provision for deferred taxes               4,408        3,858       1,740
   Net loss on investments                        1            5          24
   Changes in operating assets and
    liabilities:
     (Increase) decrease in accounts
      receivable                             (9,652)         267      (9,777)
     (Increase) in prepaid expenses
      and supplies                               (6)      (2,996)       (698)
     Increase in accounts payable, trade        437          197         823
     Increase (decrease) in income taxes
      payable/refundable                      2,004         (130)     (1,034)
     (Decrease) increase in estimated
      liability for claims                   (8,845)      (4,393)         45
     Increase (decrease) in accrued
      expenses                                  590         (128)      2,132
     Other, net                                 120          114         122
          Net cash provided by
          operating activities               54,387       60,880      54,602

 Cash flows from investing activities:
   Proceeds from sale of investment
    securities                                4,376        5,604      19,075
   Purchase of investment securities         (1,633)        (672)     (6,967)
   Proceeds from disposition of property
    and equipment                            12,148        8,655       5,649
   Purchase of property and equipment       (68,412)     (54,240)    (39,760)
   Capital contributions in limited
    partnerships                             (1,073)      (1,489)     (1,587)
   Distributions from limited
    partnerships                                 18           16          46
   Increase in cash value of life
    insurance                                   (53)         (71)       (274)
   Repayment on loans to employees            1,158          185           -
   Other, net                                  (167)          29         (34)

          Net cash used in investing
          activities                        (53,638)     (41,983)    (23,852)
 Cash flows from financing activities:
   Proceeds from employee stock options
    exercised                                 1,219          388         476
   Cash dividends paid                      (10,911)     (11,315)    (11,516)
   Proceeds from short-term debt              8,934            -           -
   Principal payments on short-term debt       (13)            -         156
   Purchase of treasury stock               (3,180)      (15,042)    (13,065)

          Net cash used in financing
          activities                        (3,951)      (25,969)    (23,949)

          (Decrease) increase in cash
          and cash equivalents              (3,202)       (7,072)      6,801

 Cash and cash equivalents at beginning
 of year                                    19,433        26,505      19,704

 Cash and cash equivalents at end
 of year                                  $ 16,231      $ 19,433    $ 26,505

 Supplemental disclosures of cash
 flow information:
   Cash paid during the year for:
          Interest                        $  1,315      $  1,173    $  1,373

          Income taxes                    $ 14,162      $ 17,029    $ 17,971


<FN>  The accompanying notes are an integral part of the
      consolidated financial statements.



<PAGE
>NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Nature of Business:
The Company operates in the motor carrier industry, principally in the Eastern
United States.  Revenues are mainly generated from less-than-truckload
hauling, truckload hauling, and warehouse/ logistics services.

Principles of Consolidation
The accompanying consolidated financial statements include the accounts of
Arnold Industries, Inc. and all of its wholly-owned subsidiaries.  All
material intercompany transactions and balances have been eliminated.

Revenue Recognition
In accordance with industry practice, revenues from less-than-truckload
hauling are allocated between reporting periods based on relative transit time
in each reporting period with expenses recognized as incurred, and revenues
from truckload hauling are recognized when the shipment is completed with
expenses recognized as incurred.  Revenues for warehouse/distribution services
are recognized as the related services are rendered and associated costs
incurred.

Cash and Cash Equivalents
For purposes of the consolidated statements of cash flows, the Company
considers all highly liquid debt instruments purchased with a maturity of
three months or less to be cash equivalents.

Marketable Securities
At December 31, 1999 and 1998, marketable equity and debt securities have been
categorized as available for sale and as a result are recorded at fair value.
Realized gains and losses on the sale of securities are recognized using the
specific identification method and are included in other income in the
consolidated statements of income.  Quoted market prices are used to determine
market value.

Concentrations of Credit Risk
Financial instruments which potentially subject the Company to concentrations
of credit risk consist principally of cash and cash equivalents, marketable
securities, and trade accounts receivable.  The Company places its cash and
cash equivalents with high credit financial institutions, and limits the
amount of credit exposure to any one financial institution.  The Company's
marketable securities consist principally of U.S. Government securities,
municipal bonds, and equity securities.  These securities are subject to
minimal risk.  Concentrations with respect to trade receivables are limited
due to the large number of customers comprising the Company's customer base,
and their dispersion across many different industries and geographies.

Property and Equipment
The Company depreciates the cost, less estimated residual value, of revenue
equipment and other depreciable assets principally on the straight-line basis
over their estimated useful lives.  The estimated useful lives used in
computing depreciation on the principal classifications of property and
equipment are as follows:

     Buildings                              15 - 31 years
     Revenue equipment                       3 - 10 years
     Service equipment                       3 -  6 years
     Other equipment and fixtures            3 -  7 years

When buildings and equipment are retired or otherwise disposed of, the
property and accumulated depreciation accounts are relieved of the applicable
amounts and any resulting profit or loss is reflected in miscellaneous
operating expenses.

In 1999 and 1998, certain revenue equipment was sold to employees for $2,164
and $2,150 in interest bearing notes with established repayment terms.  Land
was also sold in 1999 in return for a $142 mortgage loan.  These have been
treated as a non-cash transactions on the 1999 and 1998 consolidated
statements of cash flows.

Goodwill
The excess of the cost of investments in subsidiaries over the fair market
value of net assets acquired is shown as goodwill, which is being amortized on
a straight-line basis over a maximum period of 40 years.  The Company's policy
is to record an impairment loss against the net unamortized cost in excess of
net assets of businesses acquired in the period when it is determined that the
carrying amount of the asset may not be recoverable.  At the end of each
quarter, management assesses whether there have been any significant events or
significant changes in the environment in which the business operates that
would indicate expected future net cash flows (undiscounted and without
interest) would become less than the carrying amount of the asset.

Investments in Limited Partnerships
The Company's investments in low-income housing limited partnerships reflect
their cash investment plus the present value of required future contributions
net of amortization of any excess of cost over the estimated residual value.

Use of Estimates
The preparation of the Company's financial statements in accordance with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  Actual results could differ from those
estimates.


Income Taxes
In accordance with Financial Accounting Standards Board Statement No. 109,
"Accounting for Income Taxes" (SFAS 109), deferred income taxes are accounted
for by the liability method, wherein deferred tax assets or liabilities are
calculated on the differences between the bases of assets and liabilities for
financial statement purposes versus tax purposes (temporary differences) using
enacted tax rates in effect for the year in which the differences are expected
to reverse.  Tax expense in the consolidated statements of income is equal to
the sum of taxes currently payable plus an amount necessary to adjust deferred
tax assets and liabilities to an amount equal to period-end temporary
differences at prevailing tax rates.

Treasury Stock
Treasury stock is carried at cost, determined by the first-in, first-out
method.

On March 22, 1997, the Board of Directors authorized management to repurchase
up to 1,000,000 shares of common stock through open market purchases.  The
Board of Directors subsequently increased the authorization by 1,000,000
shares on


February 27, 1998 and December 28, 1998, respectively.  During 1999 and 1998,
the Company purchased 263,300 and 1,182,400 shares, respectively, of its
common stock at an aggregate cost of $3,180 and $15,042, respectively.

Options for Common Stock
The Company uses the intrinsic value based method to account for options
granted for the purchase of common stock.  No compensation expense is
recognized on the grant date since, at that date, the option price equals the
market price of the underlying common stock.  The Company discloses the
pro-forma effect of accounting for stock options under the fair value method.

Earnings Per Share
Basic earnings per share is calculated using the average shares of common
stock outstanding while diluted earnings per share reflects the potential
dilution that could occur if stock options were exercised.  The following is a
reconciliation of the average shares of common stock used to compute basic
earnings per share to the shares used to compute diluted earnings per share as
shown on the consolidated statements of income:




                               1999            1998            1997
                                               
 Net Income                $    34,654     $    35,116     $    32,210
 Basic weighted average
   shares outstanding       24,801,592      25,668,457      26,172,232
 Dilutive effect of stock
   options                     200,694         133,352         334,263

 Diluted weighted
   average shares
   outstanding              25,002,286      25,801,809      26,506,495
 Basic earnings per
   share                         $1.40           $1.37           $1.23
 Diluted earnings per
   share                         $1.39           $1.36           $1.22



During 1999 and 1998, stock options to purchase 175,000 and 200,000 shares of
common stock at $18.56 per share were outstanding, but were not included in
the computation of diluted earnings per share because the stock options'
exercise price was greater than the average market price of the common stock.

Comprehensive Income
Comprehensive income is defined to include all changes in equity during a
period except those resulting from investments by owners and distributions to
owners.  The Company has determined that net income is its only component of
comprehensive income.

New Accounting Standards Not Yet Adopted
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" (SFAS 133),
with an amended effective date for fiscal years beginning after June 15,
2000.  SFAS 133 requires that an entity recognize all derivative instruments
as either assets or liabilities on its balance sheet at their fair value.
Changes in the fair value of derivatives are recorded each period in current
earnings or other comprehensive income, depending on whether a derivative is
designated as part of a hedge transaction, and, if it is, the type of hedge
transaction.  It is not anticipated that the adoption of SFAS 133 will have a
material effect on the financial position or results of operations of the
Company.

2. Marketable Securities

The cost and market value of investment securities at December 31, 1999 and
1998 follows:



                                      1999                   1998
                                     Market                 Market
                                Cost      Value         Cost     Value
                                                   
 U.S. treasury securities     $   103     $   103     $   102   $    102
 Municipal bonds                1,000       1,000       3,730      3,731
 Equity securities              1,000       1,000       1,000      1,004
 Accrued interest receivable        2           2          12         12
     Total                    $ 2,105     $ 2,105     $ 4,844    $ 4,849



The net gain (loss) on marketable securities recorded during the years ended
1999, 1998 and 1997 amounted to $(1), $(5) and $(24), respectively.

The debt securities available for sale at December 31, 1999 all mature within
one year of the balance sheet date.

3. Notes Payable

The Company has unsecured working capital lines of credit with maximum
borrowings of $65,000 for 1999 and $31,500 for 1998 of which $23,711 and
$14,790 was outstanding at December 31, 1999 and 1998, respectively.
Borrowings under these agreements bear interest at fixed rates quoted by the
bank at the time of borrowing.  The current interest rate on the outstanding
balance was 6.60%.

In connection with its investments in low income housing limited partnerships,
the Company is required as of December 31, 1999 to make additional
contributions over the next two years as follows:  2000, $1,189; and 2001,
$200.  The additional contributions of $1,389 were discounted to $1,311 using
the Company's incremental borrowing rate of 6%.  Management anticipates that
the cash flow from the tax credits generated by these investments will
approximate the additional contributions during this period.

4. Leases

During 1999, the Company leased certain property under noncancelable operating
leases.  Rental expense under such operating leases was $2,629 in 1999.

Future minimum lease payments under operating leases with noncancelable terms
are:

     2000                    $       988
     2001                    $       988
     2002                    $     1,011
     2003                    $     1,068
     2004                    $     1,073
     After 2004              $     4,897

5. Stock Option and Stock Purchase Plans

Stock Option Plan
The Company has a 1987 and 1997 stock option plan which provides for the
granting of options to purchase shares of the Company's stock to certain
executives, employees, consultants,


and directors. The 1987 stock option plan expired on March 31, 1997 and was
replaced by the 1997 stock option plan effective April 1, 1997. No new options
can be granted under the 1987 stock option plan.

Under the 1997 stock option plan, options to acquire up to 2,000,000 shares of
Company stock may be granted to executives, employees, consultants and
directors of the Company.  Options under both plans carry various restrictions.
Under the plans, certain options granted to employees will be incentive stock
options within the meaning of Section 422A of the Internal Revenue Code and
other options will be considered nonqualified stock options.  Both incentive
stock options and nonqualified stock options may be granted for no less than
market value at the date of grant.  Options are exercisable three
months from the date of grant if the employee is age 55 or older; otherwise
they are exercisable five years from the date of grant.  The options expire
no later than ten years after the date of grant.  Also, no employee may
participate in the incentive stock option plans if immediately after the
grant he or she would directly or indirectly own more than 10% of the
stock of the Company.

Transactions and other information relating to the 1987 and 1997 stock option
plans for the three years ended December 31, 1999 are summarized below:



                                   Stock Option Plans
                                                       Weighted
                                                       Average
                                                       Fair Value
                                          Weighted     of Options
                                          Average      Granted
                                          Exercise     During
                              Shares      Price        the Year
                                            
 Balance, outstanding -
     December 31, 1996      1,053,734     $   11.84
     Options granted          526,500     $   18.41     $5.09
     Options exercised        (76,268)    $    6.24
     Options expired          (72,600)    $   14.19
 Balance, outstanding -
     December 31, 1997      1,431,366     $   14.43
     Options granted          642,500     $   12.21     $3.20
     Options exercised        (79,366     $    4.89
     Options expired         (336,400)    $   18.20
 Balance, outstanding -
     December 31, 1998      1,658,100     $   13.27
     Options granted          310,950     $   11.19     $3.67
     Options exercised       (109,472)    $   11.13
     Options expired          (63,078)    $   15.19
 Balance, outstanding -
     December 31, 1999      1,796,500     $   12.97
 Options exercisable -
     December 31, 1999      1,006,821     $   13.79



The following table summarizes information concerning outstanding and
exercisable options at December 31, 1999.



                       Options               Options
                       Outstanding           Exercisable
                                 Weighted                Weighted
                                 Average                 Average
                 Number          Exercise      Number    Exercise
                 Outstanding     Price      Exercisable  Price
                                          

 $7.25               82,300     $ 7.25        82,300         $ 7.25
 $11.19-$14.75    1,539,200     $12.64       749,521         $13.39
 $18.56             175,000     $18.56       175,000         $18.56
                  1,796,500                1,006,821



On October 15, 1998, 2,500 stock options granted in 1998 and 325,500 stock
options granted in 1997 for $15.00 per share to $21.75 per share were canceled
and reissued at $12.19 per share.  The reissued stock options are considered
newly granted options under the provisions of the 1997 stock option plan.

The Company's net income and earnings per share would have been reduced to the
pro forma amounts indicated below if compensation cost for the Company's stock
option plan had been determined based on the fair value at the grant date for
awards in accordance with the provisions of SFAS No. 123.




                 1999                 1998                  1997

              As         Pro         As         Pro        As         Pro
           Reported     Forma     Reported     Forma     Reported    Forma
                                                 
 Net
  income   $34,654     $34,130     $35,116     $34,796    $32,210    $30,917
 Basic
  earnings
  per
  share    $  1.40     $  1.38     $  1.37     $  1.36    $  1.23    $  1.18
 Diluted
  earnings
  per
  share    $  1.39     $  1.37     $  1.35     $  1.35    $  1.22    $  1.17



The fair value of each option grant is estimated on the date of the grant
using the Black-Scholes option-pricing model with the following
weighted-average assumptions used for grants in 1999, 1998, and 1997; dividend
yield of 3.00%; expected volatility of 34.3%, 29.10% and 27.00%, respectively;
risk-free interest rate of 6.23%, 4.55% and 6.22%, respectively; and expected
life of 6 years.

Stock Purchase Plan
The Company maintains a stock purchase plan which is available to all eligible
employees.  Under the plan, subscriptions of each subscribing employee are
remitted to a custodian for investment in the common stock of the Company.

Minimum and maximum contributions under the plan are five hundred twenty
dollars and five thousand two hundred dollars for each employee in any one
year.  At least monthly the custodian purchases the stock in the
over-the-counter market and the Company allocates all purchased shares based
on average price for all purchases and individual payroll deduction amounts.

Under the plan the Company is responsible for all costs of stock purchases and
stock sales within the plan and any administrative costs related to issuance
of stock certificates.  Employees are responsible for the expense of sale or
transfer on issued stock certificates.



6. Income Taxes

Consolidated income tax expense consists of the following:


                                      1999      1998       1997
                                                
 Currently payable:
   Federal                         $12,860     $13,670    $13,803
   State                             2,921       3,198      3,136
                                    15,781      16,868     16,939
 Deferred:
   Federal                           3,707       3,096      1,272
   State                               701         762        468
                                     4,408       3,858      1,740
     Total income tax expense      $20,189     $20,726    $18,679



The effective income tax rates of 36.8% in 1999, 37.1% in 1998 and 36.7% in
1997 differ from the federal statutory rates for the following reasons:



                                       1999        1998       1997
                                                   
 Statutory federal income
     tax rate                           35.0%       35.0%      35.0%
 State income taxes, net of
     federal income tax benefit          4.3         4.6        4.6
 Tax-free investment income
     and other                          (2.5)       (2.5)      (2.9)
                                        36.8%       37.1%      36.7%


Deferred tax liabilities (assets) are comprised of the following at
December 31:



                                                1999       1998
                                                  
 Property and equipment, principally
   due to differences in depreciation          $37,830    $35,262
 Limited partnership investments,
   principally due to differences
   in tax basis                                  1,672       1,571
 Other                                             704         370
     Gross deferred tax liabilities             40,206      37,203
 Estimated liability for claims, prin-
   cipally due to differences in
   timing of recognition of expense             (1,555)     (3,719)
 Vacation liability, principally due to
   differences in timing of recognition
   of expense                                   (2,145)     (2,092)
 Allowance for bad debts, principally
   due to differences in timing of
   recognition of expense                         (587)       (472)
 Deferred compensation, principally
   due to differences in timing of
   recognition of expense                         (762)       (867)
 Other                                          (1,705)     (1,009)
     Gross deferred tax assets                  (6,754)     (8,159)
                                               $33,452     $29,044


7. Pension and Other Postretirement Benefit
   Plans

The Company offers a supplemental defined benefit pension plan for certain key
officers and employees.  The following summarizes the obligations,
assumptions, and activity of the defined benefit pension plan as of and for
the years ended December 31:



                                                1999      1998
                                                  
 Change in benefit obligation
   Benefit obligation at beginning of year     $1,768     $1,654
   Service cost                                    62         57
   Interest cost                                  111        104
   Amortization of unrecognized
    transition asset                               (6)        (6)
   Benefits paid                                  (47)       (41)
   Benefit obligation at end of year           $1,888     $1,768



The supplemental defined benefit pension plan is unfunded.  The Company has
recorded a liability for all benefit obligations.



                                                  1999      1998
                                                     
 Discount rate                                     6.50%     6.75%
 Rate of compensation increase                     0.00%     0.00%




                                        1999          1998         1997
                                                        
 Components of net periodic
   benefit cost
    Service cost                         $ 62          $ 57         $ 50
    Interest cost                        $111          $104         $102
    Amortization of unrecognized
     net transition asset                $ (6)         $ (6)        $ (6)
       Net periodic benefit cost         $167          $155         $146



In addition to the above defined benefit plan, the Company also has a trusteed
profit sharing plan, a 401(k) plan for employees meeting certain eligibility
requirements and participates in several multi-employer pension plans.  The
Company contributed $1,569, $1,443 and $1,452 to the profit sharing plan,
$329, $568 and $591 to the 401(k) plan and $10,781, $9,841 and $9,449 to the
multi-employer pension plans for 1999, 1998, and 1997, respectively.

8. Segment Information

The Company reports information about its operating segments according to the
"management approach."  The management approach is based on the way management
organizes the segments within the enterprise for making operating decisions
and assessing performance.  The Company's reportable segments are identified
based on differences in products and services.

The Company's reportable segments are: less-than-truckload hauling, truckload
hauling, and warehousing/logistics services.  The less-than-truckload hauling
segment provides next day service in the Northeast region of the United
States.  The truckload hauling segment provides irregular route and dedicated
services throughout the eastern, midwestern, and southwestern regions of the
United States.  The warehousing/logistics services segment specializes in
integrated distribution services, order fulfillment, and contract packaging
services in Pennsylvania and Texas.

The measurement basis of segment profit or loss is operating income.  No
single customer represented 10% or more of the Company's sales during 1999,
1998, and 1997.

The following tables present information about reported segments for the years
ending December 31:




                                                    Ware-
                        Less-than-                  housing/     Segment
                        truckload     Truckload     Logistics    Total
                                                   
 1999
 Operating
   revenues               $215,609     $175,599     $ 37,023    $428,231
 Operating income         $ 44,775     $  5,851     $  5,460    $ 56,086
 Total assets             $161,511     $159,005     $ 50,541    $371,057
 Depreciation and
   amortization           $ 10,969     $ 17,822     $  2,678    $ 31,469
 Purchase of
   property and
   equipment              $ 14,327     $ 37,712     $ 15,869    $ 67,908

 1998
 Operating
   revenues               $202,910     $171,366     $ 29,445    $403,721
 Operating income         $ 43,098     $  7,113     $  5,532    $ 55,743
 Total assets             $136,983     $157,563     $ 39,287    $333,833
 Depreciation and
   amortization           $  9,952     $ 18,435     $  2,198    $ 30,585
 Purchase of
   Property and
   equipment              $ 14,590     $ 28,295     $ 11,355    $ 54,240

 1997
 Operating
   revenues               $203,299     $153,712     $ 26,154    $383,165
 Operating income         $ 44,213     $  2,066     $  4,887    $ 51,166
 Total assets             $123,840     $155,886     $ 29,053    $308,779
 Depreciation and
   amortization           $  9,450     $ 17,661     $  2,022    $ 29,133
 Purchase of
   property and
   equipment              $ 13,111     $ 24,971     $  1,678    $ 39,760



A reconciliation of total segment operating revenues to total consolidated
operating revenues, total segment operating income to consolidated net income
before taxes for the years ended December 31, 1999, 1998 and 1997 and total
segment assets to total consolidated assets for the years ended December 31,
1999, 1998 and 1997 are as follows:



                                      1999         1998        1997
                                                   
 Total segment operating
    revenues                         $428,231     $403,721    $383,165
 Consolidated operating
    revenues                         $428,231     $403,721    $383,165
 Total segment operating
   income                            $ 56,086     $ 55,743    $ 51,166
    Unallocated corporate
       operating income (loss)           (242)         454        (250)
      Interest income                   1,250        1,673       1,605
      Interest expense                 (1,353)      (1,173)     (1,380)
      Other                              (898)        (855)       (252)
 Consolidated net income
   before taxes                      $ 54,843     $ 55,842     $ 50,889

 Total segment assets                $371,057     $333,833     $308,779
    Unallocated corporate assets        7,206       11,380       14,765
    Elimination of intercompany
     balances                         (32,520)     (25,102)      (6,504)
 Consolidated assets                 $345,743     $320,111     $317,040



9. Fair Value of Financial Instruments

Financial instruments include cash and cash equivalents, marketable
securities, investments in limited partnerships and notes payable.  At
December 31, 1999 and 1998, the carrying amount of cash equivalents
approximates fair value because of the short-term maturity of those
instruments, and the carrying value of marketable securities is fair market
value.  With respect to investments in limited partnerships, management has
determined that the resulting carrying value approximates estimated fair
market value.  The fair value of the Company's obligations for contributions
to limited partnerships approximates its carrying value.

The fair market value of the Company's notes payable approximates its
carrying value and was based on the borrowing rates currently available to
the Company for bank loans with similar terms and maturities.

10. Transactions With Affiliates

Accounting and legal fees totaling approximately $877, $778 and $903 in 1999,
1998 and 1997, respectively, were paid or accrued to firms in which certain
directors have financial interests.

11. Commitments and Contingencies

By agreement with its insurance carriers, the Company assumed liability for
worker's compensation, property damage and public liability claims for claim
years ending after June 30, 1998 up to $25 per occurrence, except for worker's
compensation in New Jersey for the claim year ending June 30, 1999 which was
$250 per occurrence.  The liability for claim years ending June 30, 1998,
1997, and 1996 was sold to an outside insurance carrier for approximately
$11,000. The Company's liability for claim years ending June 30, 1995 and
prior is up to $1,000 for the first occurrence and up to $500 for each
subsequent occurrence.  The excess liability is assumed by the insurance
carriers up to $50,000. In conjunction with these agreements, the Company has
issued irrevocable letters of credit to guarantee future payments of claims to
the insurance carriers.  At December 31, 1999 and 1998, the outstanding
balance of the letters of credit was $4,000.


REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
of Arnold Industries, Inc.

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, shareholders' equity and cash flows,
present fairly, in all material respects, the financial position of Arnold
Industries, Inc. and its subsidiaries (the Company) at December 31, 1999 and
1998 and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 1999 in conformity with
accounting principles generally accepted in the United States.  These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits.  We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for the opinion expressed above.


PRICEWATERHOUSECOOPERS LLP

       /s/

One South Market Square
Harrisburg, Pennsylvania
March 3, 2000






QUARTERLY PERFORMANCE
(dollars in thousands, except per share data)
                   Operating             Operating              Net
                   Revenues              Income                 Income
QUARTER       1999        1998        1999       1998       1999      1998

                                                      
 First      $100,306    $ 96,002     $13,099    $11,532    $ 8,193    $7,226
 Second      105,193     102,264      14,544     14,155      9,011     8,888
 Third       109,776     102,228      12,067     14,945      7,621     9,377
 Fourth      112,956     103,227      16,133     15,565      9,829     9,625
            $428,231     $403,721    $55,843    $56,197    $34,654   $35,116




                Net Income          Net Income                 Dividends
            Per Share-Basic       Per Share-Diluted            Per Share

QUARTER       1999        1998        1999        1998     1999        1998

                                                    
 First       $ .33        $ .28       $ .33        $ .28    $ .11      $ .11
 Second        .36          .34         .36          .34      .11        .11
 Third         .31          .37         .30          .36      .11        .11
 Fourth        .40          .38         .40          .38      .11        .11
             $1.40        $1.37       $1.39        $1.36    $ .44      $ .44





PRICE RANGE COMMON STOCK
                    HIGH               LOW          HIGH            LOW

QUARTER                       1999                       1998

                                                    
 First               16 3/4            13          18 1/8         15 1/4
 Second              16 15/16          13 3/4      17 3/4         14 3/8
 Third               16 7/16           12 3/8      15 1/2         11 5/8
 Fourth              14 27/64           8          16 11/16       12




MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Arnold Industries' 1999 operating revenues are from two operating
subsidiaries:

     New Penn Motor Express, Inc. ("New Penn")
     Arnold Transportation Services, Inc. ("ATS")

New Penn is a less-than-truckload (LTL) transportation company. ATS is a
truckload (TL) carrier which provides regional and interregional
transportation services.

In addition to LTL and TL transportation services, Arnold Industries provides
fulfillment and logistic services under the name of "Arnold Logistics," a
division of ATS.

Prior to 1998, ATS's truckload operation was operated by three separate
subsidiaries: SilverEagle Transport, Inc., D.W. Freight, Inc. and Lebarnold,
Inc.  At the end of 1998, these three companies were merged into one company.
The results of operations are set forth below for the three separate segments.



Operating Revenues
(dollars in millions)      Total                      LTL
                    Amount     % Increase     Amount     % Increase
                                             
 1999               428.2          6          215.6          6
 1998               403.7          5          202.9          -
 1997               383.2          8          203.3         12





                                                     Fulfillment/
                         Truckload                     Logistics
                    Amount     % Increase     Amount     % Increase
                                             
 1999               175.6           2           37.0         26
 1998               171.4          12           29.4         12
 1997               153.7           1           26.2         16





 Operating
 Income                    1999            1998              1997
                    Amount      %     Amount      %     Amount    %
                                              
 New Penn            44.8       80     43.1       77    44.2      86
 ATS                  5.9       10      7.1       13     2.1       4
 Arnold Logistics     5.5       10      5.5       10     4.9      10
 Unallocated Income
   (Loss)             (.4)       -       .5        -     (.3)      -
 TOTAL              55.8       100%    56.2      100%   50.9     100%



The percentage of revenue for the last three years is set forth below:



                          1999           1998           1997
                    Amount     %     Amount     %     Amount    %
                                             
 New Penn           $215.6     50     $202.9     50     $203.3    53
 ATS                 175.6     41      171.4     43      153.7    40
 Arnold Logistics     37.0      9       29.4      7       26.2     7
 TOTAL               428.2    100%    $403.7    100%    $383.2   100%



The revenue at New Penn increased 6% for the year 1999 compared to 1998.
Tonnage increased 2% for 1999 to 1,075,455 compared to 1,050,685 for 1998 and
1,081,334 for 1997.  This compares to flat revenues for the year 1998 compared
to 1997 and an increase of 12% for 1997.  ATS revenues increased by 2% in 1999
compared to revenue increases of 12% in 1998 and 1% in 1997.  In August 1999,
New Penn instituted a fuel surcharge to offset rising fuel costs.

The Arnold Logistics' revenue increased by 26% for 1999 as a result of
completion of a new 562,000 square foot warehouse which began operations in
the middle of the year 1999. This compares to revenue increases of 12% and 16%
for 1998 and 1997, respectively.

The following tables set forth the percentage of operating expenses to
operating revenue for New Penn, ATS and Arnold Logistics.



                                NEW PENN                        ATS
                       1999     1998     1997     1999    1998     1997
                                                
 Operating Revenues    100.0%   100.0%   100.0%   100.0%  100.0%   100.0%
 Operating Expenses
   Salaries, wages and
    related expense     58.6     58.2     57.3     31.1    33.3     37.4
   Supplies and
    expenses             8.6      8.7      9.2     16.0    18.9     25.3
   Operating taxes and
     licenses            2.8      2.8      2.9      2.2     2.0      1.9
   Insurance             1.8      1.5      1.5      4.1     3.5      2.7
   Communication and
     utilities           1.0      1.1      1.1      1.6     1.5      1.4
   Purchased
      transportation     1.2      1.2      1.1     31.5     25.7    17.9
   Rental of buildings,
      revenue equipment,
      etc., net         (0.2)    (0.4)    (0.2)     0.3      0.3     0.3
   Depreciation and
      amortization       5.2      4.9      4.7     10.2     10.8    11.5
   (Gain) on sale of
      equipment         (0.2)    (0.3)    (0.1)    (0.7)    (0.9)   (0.1)
   Miscellaneous         0.4      1.1      0.8      0.4      0.7      .4
     Total Operating
       Expenses         79.2     78.8     78.3     96.7     95.8    98.7
 Operating Income       20.8%    21.2%    21.7%     3.3%    4.2%     1.3%





                                                  ARNOLD LOGISTICS

                                         1999      1998        1997
                                                    
 Operating Revenues                      100.0%    100.0%     100.0%
 Operating Expenses -
   Salaries, wages and related
   expenses                               54.6      52.3       51.6
   Other operating expenses               21.3      17.2       18.0
   Depreciation and amortization           7.4       7.5        7.7
   Miscellaneous                           1.9       4.3        4.0
       Total Operating Expenses           85.2      81.3       81.3
 Operating Income                         14.8%     18.7%      18.7%



The operating expenses of New Penn increased to 79.2% for 1999 and 78.8% for
1998, compared to 78.3% for 1997.  Salaries, wages and related expenses
increased to 58.6% for 1999 from 58.2% in 1998.  This compared to an increase
for 1998 to 58.2% from 57.3% in 1997.  Supplies and expenses continue to
decrease despite increases in fuel costs as a result of continuous increases
in operating efficiencies.  Insurance expense increased to 1.8% for 1999
compared to 1.5% for both 1998 and 1997.  Miscellaneous expenses decreased to
 .4% compared to 1.1% and .8% for 1998 and 1997, respectively.  Miscellaneous
expenses were higher in 1998 because of the costs incurred in completing the
Company's program to correct and/or replace software for Year 2000 compliance.



The total operating expenses of ATS increased to 96.7% for 1999.  This
compared to 95.8% and 98.7% for 1998 and 1997, respectively.  The years 1998
and 1997 were affected negatively by the merger of the three truckload
companies.  Beginning in the second half of 1998, ATS began to see a
turnaround of their operation with increased revenue, higher revenue per mile,
improved asset utilization and a reduction in empty miles.  However, this
trend did not continue throughout the year 1999 as substantially higher fuel
prices began to negatively impact the operating results.

The salaries, wages and related expenses of ATS decreased to 31.1% in 1999
compared to 33.3% in 1998 and 37.4% in 1997.  Likewise, the use of increased
owner-operators reduced supplies and expenses to 16.0% in 1999 compared to
18.9% for 1998 and 25.3% for 1997.  Insurance expense increased in 1999 to
4.1% which compared to 3.5% for 1998, due to increased claims.  This compared
to 2.7% for the year 1997.  Purchased transportation expense increased to
31.5% for 1999 compared to 25.7% in 1998 and 17.9% in 1997, due to the
substantial number of additional owner-operators.

The Arnold Logistics operating expenses were 85.2% for 1999 compared to 81.3%
for both 1998 and 1997.  The salaries, wages and related expenses were 54.6%,
52.3% and 51.6% for 1999, 1998 and 1997, respectively.  The increase in these
expenses is primarily due to the revenue growth in the areas of order
fulfillment and contract packaging which are labor intensive requiring
additional employees.

Arnold Industries' operating income for 1999 decreased $.4 million or .6% from
1998 compared to an increase of $5.3 million, or 10% over 1997.  New Penn's
operating income increased $1.7 million compared to 1998, whereas 1998
operating income decreased $1.1 million compared to 1997.  New Penn signed a
five-year contract with the Teamsters' Union effective April 1, 1998.  This
contract expires March 31, 2003.  During the negotiations in the first quarter
of 1998, a number of customers diverted a portion of their freight to
non-union companies which had a negative effect on New Penn's revenues for the
entire year 1998.  In July of 1999, a major competitor of New Penn went out of
business which had a positive effect on New Penn's revenues for the balance of
the year.

The operating income of ATS for 1999 decreased $1.3 million, or 18% compared
to 1998.  This compares to an increase of $5.0 million, or 244% for 1998
compared to 1997. Changes in the relationship with a key agent had a
significant impact on revenue and the mix of business.  Poor equipment
utilization in linehaul operations and the continuing shortage of qualified
drivers also had a negative impact on operating income.

Arnold Logistics' operating income for 1999 was basically flat compared to
1998.  This compared to an increase of $.6 million or 13% for 1998 compared to
1997. Startup costs associated with new e-commerce and fulfillment services
negatively impacted operating income at Arnold Logistics in 1999.

Other net non-operating expenses consist primarily of interest income, other
investment income and interest expense.  Interest income decreased $.4 million
for 1999 over 1998 primarily due to a reduction in investment securities.
Interest income for 1998 increased $.1 million over 1997 due to additional
investment securities.  Interest expense for 1999 was $1.4 million compared to
$1.2 million and $1.4 million for 1998 and 1997, respectively.  This increase
in 1999 was due to an increase in short-term borrowings.

The effective income tax rates for 1999, 1998 and 1997 were 36.8%, 37.1% and
36.7%, respectively.

Net income for 1999 decreased to $34.7 million compared to $35.1 million for
1998 and $32.2 million for 1997.  Basic net income per share in 1999 was $1.40
compared to $1.37 in 1998 and $1.23 in 1997.  Diluted net income per share was
$1.39 in 1999 compared to $1.36 in 1998 and $1.22 in 1997.

Capital Expenditures
In 1997, the Company authorized the purchase of up to one million shares of
common stock of which the Company purchased 817,600 shares at a total cost of
$13.1 million in 1997.  In 1998, the balance of 182,400 shares together with
an additional 1,000,000 shares which was authorized for purchase in 1998, was
completed at a total cost of $15.0 million.  On December 28, 1998, the Company
authorized the purchase of an additional one million shares.  In 1999, the
Company acquired 263,300 shares at a total cost of $3.2 million.

The total capital expenditures for real estate and equipment (net of
dispositions) amounted to $56.3 million for 1999, compared to $45.6 million
for 1998 and $34.1 million for 1997.  The Company is projecting the purchase
of real estate and equipment in 2000 of approximately $40 million.

Liquidity and Capital Resources
Cash, cash equivalents, and marketable securities totaled $18 million at the
end of 1999, compared to $24 million and $36 million at December 31, 1998 and
1997, respectively.  The decrease for 1999 and 1998 was mainly attributable to
increased capital expenditures.  Working capital amounted to $26 million, $35
million and $46 million at the end of 1999, 1998 and 1997, respectively.  Net
cash provided by operating activities was $54 million in 1999, $61 million in
1998 and $55 million in 1997.

The Company's current cash position, together with funds invested in
marketable securities and cash flow generated from future operations,  are
expected to be sufficient to finance anticipated capital expenditures.  These
funds may be supplemented when necessary or desirable by short or long-term
borrowing.

Inflation
During 1999 and 1998, the Company believes that inflation had a minimal effect
on operating results.  However, most of the Company's expenses are subject to
inflation, which would result in increased costs in the event inflation began
to increase.



Seasonality
In the trucking industry, results of operations show a seasonal pattern
because of customers' reduced shipments in the winter months.  In addition,
operating expenses are usually higher during the winter months.

Current Trends
In September 1999, New Penn announced a general rate increase of 5.4%.
However, most customer rates are subject to negotiated contracts and
agreements.

New Penn's revenues were up approximately 13% for the fourth quarter of 1999.
This trend continues into the year 2000 as New Penn's revenues are ahead of
the year 1999's first quarter.  The revenues at ATS for the fourth quarter of
1999 were slightly ahead of the fourth quarter of 1998.  However, the revenues
for the beginning of the year 2000 are basically flat.

Arnold Logistics completed a 562,000 S.F. warehouse in mid-1999, which was
occupied by a major customer during the latter part of the year.  This
substantially increased the revenue for Arnold Logistics in 1999, and will
favorably impact the revenues for the year 2000.  Arnold Logistics is
expanding its order fulfillment services to allow Internet and catalog
marketers to completely outsource their order processing, inventory management
and small package shipping.

The three operating companies are continuing to improve efficiencies through
refinement of information technology, which will continue to reduce operating
costs and provide better service to customers.

Management is continuing to evaluate the complete transportation market, which
includes LTL, TL and logistics operations in order to increase profitable
growth in the future.

Year 2000 Compliance
The Company's program to correct and/or replace internally produced software
is 100% complete.  All of the Company's major business units, including New
Penn Motor Express, Arnold Transportation Services and Arnold Logistics,
completed their internal programs prior to December 31, 1999.  The cost of the
Company's internal program, all of which has been incurred and paid, was
$1,675,000.

The Company continues to monitor and assess the status of third parties upon
whom the Company relies for externally produced software, including
communications software, as well as suppliers of basic materials, such as
fuel, parts, tires, etc.  The Company has incurred expense of $125,000 to
correct and/or replace software acquired from third parties.  The Company also
monitors the status of significant customers upon whose continued business the
Company relies for revenues.  These monitoring efforts had revealed certain
areas of concern with respect to Y2K compliance by the Company's vendors,
suppliers and customers.  However, to date, the Company has had no significant
problems with its vendors, suppliers or customers.




eleven year summary<FN1>
(dollars in thousands, except per share data)


 Fiscal Year                       1999     1998     1997    1996     1995     1994     1993     1992     1991     1990     1989

                                                                                          
 Income
 Operating revenues                428,231  403,721  383,165 356,335  330,136  302,390  272,697  233,620  196,202  188,830  167,589

 Operating expenses
  Depreciation and amortization     31,892   30,585   29,133  27,756   25,348   21,120   17,811   14,222   11,500   10,527   11,021
  Operating taxes and licenses      10,683    9,793    9,342   9,381    9,297    8,924    7,908    6,780    5,887    4,836    4,537
  Other                            329,813  307,146  293,774 278,856  246,854  222,824  200,106  172,304  142,080  137,027  123,121

 Operating income                   55,843   56,197   50,916  40,342   48,637   49,522   46,872   40,314   36,735   36,440   28,910
  Non-operating income (expense)
  Interest income (expense), net      (103)     500      225    (200)    (711)      35      355      246      195   (1,123)  (1,180)
  Other                               (897)    (855)    (252)   (690)     (25)    (429)   1,326      (71)      10     (449)     884
 Income before income taxes,
   extraordinary loss, and
   cumulative effect of change
   in accounting principle          54,843   55,842   50,889  39,452   47,901   49,128   48,553   40,489   36,940   34,868   28,614
 Income taxes                       20,189   20,726   18,679  14,043   17,400   18,384   18,651   14,660   13,512   12,452   10,939

 Income before extraordinary loss
   and cumulative effect of change
   in accounting principle          34,654   35,116   32,210  25,409   30,501   30,744   29,902   25,829   23,428   22,416   17,675
 Extraordinary loss, net of
   tax benefit<FN5>                      -        -        -       -        -      389        -        -        -        -        -
 Cumulative effect of change
   in accounting for income
   taxes<FN6>                            -        -        -       -        -        -        -        -        -        -    1,322

 Net income                         34,654   35,116   32,210  25,409   30,501   30,355   29,902   25,829   23,428   22,416   18,997
 Per Share Data<FN2>
 Income before extraordinary
   loss and cumulative effect of
   change in accounting
   principle - Basic                  1.40     1.37     1.23     .95     1.15     1.16     1.13      .97      .88      .84      .67
             - Diluted                1.39     1.36     1.22     .94     1.13     1.14     1.11      .96      .88      .84      .67
 Net income - Basic                   1.40     1.37     1.23     .95     1.15     1.14     1.13      .97      .88      .84      .71
            - Diluted                 1.39     1.36     1.22     .94     1.13     1.12     1.11      .96      .88      .84      .72
 Cash dividends declared               .44      .44      .44     .44      .44      .41      .35      .32      .29      .25      .22
 Book value                          10.07     9.12     8.38    7.84     7.33     6.63     5.90     5.12     4.46     3.86     3.31

 Financial Position - Year End
 Cash, temporary investments
  and marketable securities<FN3>    18,336   24,282   36,291  41,621   14,273   41,643   38,285   45,186   57,558   37,184   26,826

 Working capital<FN4>               26,102   35,131   45,921  39,909   16,219   24,839   24,093   29,856   55,664   30,877   24,049
 Property and equipment-net        244,743  220,699  205,562 199,614  199,822  169,603  144,148  110,674   88,250   91,393   83,540
 Total assets                      345,743  320,111  317,040 303,112  276,877  260,279  228,361  197,203  170,668  159,973  136,313
 Long-term debt                        192    1,310    2,383   3,874    5,049        -        -      476   17,603   19,479   19,749
 Shareholders' equity              248,182  226,400  217,253 209,147  195,367  176,458  156,867  136,015  118,502  102,362   87,681

 Other Data
 Percentage return on
  average stockholders'
  equity                              14.6     15.8     15.1    12.6     16.4     18.2     20.4     20.3     21.2     23.6     23.7
 Net cash provided by
  operating activities              54,387   60,880   54,602  67,000   55,075   60,524   51,299   34,518   35,898   36,639   29,471

<FN>
<FN1>   D.W. Freight, Inc. was acquired in April 1992 and is accounted for
        under the purchase method - asset acquisitions from H.R. Hill and
        T.W. Owens occurred in March 1994 and January 1995, respectively

<FN2>   Adjusted to give retroactive effect to the two-for-one stock
        split in 1993 and the two-for-one stock split in 1991

<FN3>   Excludes restricted cash prior to 1992

<FN4>   Certain liabilities with respect to claims were reclassified
        as long-term beginning in 1991

<FN5>   Write-off of the unamortized balance of intrastate operating rights

<FN6>   The Company adopted SFAS No. 96, "Accounting for Income
        Taxes," in 1989
</FN>



BOARD OF DIRECTORS
E. H. Arnold               Heath L. Allen, Esq.           Arthur L. Peterson
Chairman, President, CEO   Secretary and Director         Director
and Director               Partner - Keefer, Wood, Allen  Scott Professor of
                           & Rahal, LLP                   Leadership Studies,
                           Harrisburg, PA                 Rocky Mountain College
                                                          Billings, MT

Kenneth F. Leedy           Ronald E. Walborn, CPA         John B. Warden III
Director                   CFO,Treasurer and Director     Director
President and CEO -        President - Walborn Shambach   President - Warden
New Penn Motor Express,    Associates                     Asphalt Company
Inc.                       Harrisburg, PA                 Harrisburg, PA


SHAREHOLDER INFORMATION

Counsel
Keefer, Wood, Allen and Rahal, LLP
210 Walnut Street
Harrisburg, PA  17101

Auditors
PricewaterhouseCoopers LLP
One South Market Square
Harrisburg, PA  17101

Registrar and Transfer Agent
Registrar and Transfer Company
10 Commerce Drive
Cranford, NJ  07016

Stock Listing
Arnold Industries common stock is traded on the NASDAQ National Market System.
The stock symbol is AIND. In newspapers, the stock is listed as "ArnoldInd",
"Arnold Inds" or similar variations.  There were 1,442 record-holders of the
Company's common stock as of February 29, 2000. The number of beneficial
owners is considerably greater.

Annual Meeting of Shareholders
The Arnold Industries 2000 Annual Meeting of Shareholders will be held at
10:00 a.m., May 3, 2000 at the Lebanon Country Club, 3375 West Oak Street,
Lebanon, Pennsylvania.

Investor Information
Shareholders, securities analysts, portfolio managers, representatives of
financial institutions and individuals seeking financial and operating
information, including copies of Form 10-K, may contact:
Corporate Secretary
Arnold Industries, Inc.
P.O. Box 210
Lebanon, PA  17042
(717) 273-9058

This information is also available online through the company's web site at:
www.aind.com

Copies of the Company's Form 10-K will be supplied to shareholders upon
request without charge.

Dividend Reinvestment/Cash Purchase Plan
This plan enables you, as a shareholder, to apply your dividends on the
Company's stock towards the purchase of additional shares of Arnold
Industries, Inc. common stock on an automatic basis. Also, at your option, you
may make quarterly cash payments from $25 to $3,000 to purchase additional
stock. The Company pays the brokerage commissions and administrative fees
connected with your participation in this Plan. Participation in the Plan is
entirely voluntary and you may enroll or withdraw at any time. The Plan is
administered by Registrar and Transfer Company, Arnold Industries' stock
transfer agent. For information call 800-368-5948.

Quarterly Reports
The Company presently sends to its shareholders of record a quarterly report
from its President, Edward H. Arnold, summarizing results of operations for
the most recent quarter. If you are not a shareholder of record, but instead
hold your stock in the name of a broker or other nominee, you may also receive
these quarterly reports by requesting this report and supplying your mailing
address to the Company. Requests should be mailed to the Company to the
attention of the Corporate Secretary.


The nature of Arnold Industries, Inc. operations subject it to changing
economic, competitive, regulatory and technological conditions, risks, and
uncertainties.  In accordance with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, Arnold Industries provides the
following cautionary remarks regarding important factors which, among others,
could cause future results to differ materially from the forward-looking
statements about our management confidence and strategies for performance;
expectations for new and existing technologies and opportunities; and
expectations for market segment and industry growth.

These factors include, but are not limited to: (1) changes in the business
environment in which Arnold Industries, Inc. operates, including licensing
restrictions, interest rates and capital costs; (2) changes in governmental
laws and regulations, including taxes; (3) market and competitive changes,
including market demand and acceptance for new services and technologies; and
(4) other risk factors listed from time to time in Arnold Industries, Inc. SEC
reports. Arnold Industries, Inc. does not intend to update this information
and disclaims any legal liability to the contrary.


(Inside Back Cover)
COMPANY EXECUTIVES

ARNOLD INDUSTRIES, INC.

Heath L. Allen, Esq., Secretary
E. H. Arnold, Chairman, President & CEO
Timothy D. Hoffman, VP, Properties
Donald G. Johnson, Senior Vice President
Andrew J. Kerlik, VP, Personnel & Safety
Ronald E. Walborn, CPA, CFO & Treasurer
Cheryl M. Wells, VP, Communications

NEW PENN MOTOR EXPRESS, INC.

James E. Devlin, VP, Sales
Morris C. Galante, VP, Loss Prevention
Steven D. Gast, VP, Corporate Planning
Steven J. Ginter, VP, Marketing
Michael J. LaPierre, VP, Sales, Northern Division
Kenneth F. Leedy, President and CEO
John G. McCloy, VP, Central Division
Thomas P. McDonald, VP, Sales, Central Division
Anthony S. Nicosia, VP, Sales, Eastern Division
Shawn P. Nolan, VP, Western Division
Stephen M. O'Kane, Executive Vice President and COO
Frank Santanella, VP, Eastern Division
Daniel W. Schmidt, VP, Labor Relations
Charles A. Zaccaria, VP, Northern Division

ARNOLD LOGISTICS

Robert J. Buffington, Director, Transportation
Edmund J. Dudginski, Director, Packaging Operations
Thomas P. Ebur, Director, Warehousing Operations
Douglas B. Enck, President
Donald L. Sunderland, Jr., VP, Operations

ARNOLD TRANSPORTATION SERVICES, INC.

Kurt E. Antkiewicz, VP, Sales & Marketing
David T. Ashley, VP, Pricing Services
John R. Blessinger, VP, Linehaul Operations
Robert L. Brekke, VP, Sales, Eastern Division
Michael J. Gregerson, VP, Safety/Fleets
Robert M. Klein, VP, Sales, Western Division
Kurt E. Morgan, VP, Terminals
David A. Sempeles, VP, Finance
Michael S. Walters, President and CEO


(Back Cover)
Company Logo
Arnold Industries, Inc.
P.O. Box 210
Lebanon, PA  17042
(717) 273-9058
www.aind.com

copyright 2000 Arnold Industries, Inc.


               APPENDIX TO ARNOLD INDUSTRIES, INC.
                        1999 ANNUAL REPORT
              DESCRIBING GRAPHIC AND IMAGE MATERIAL


Front cover -

     Picture of New Penn tractor and trailer on interstate
     highway.

     Picture of Arnold Transportation Services tractor and
     trailer on highway.

     Picture of warehouse employees standing in front of loaded
     skids.

     Company logo

Inside front cover -

     Line graph representing Operating Revenues (in millions) for
     1990 ($189); 1991 ($196); 1992 ($234); 1993 ($273); 1994
     ($302); 1995 ($330); 1996 ($356); 1997 ($383); 1998 ($404);
     and 1999 ($428).

Page 1 - President's Letter to Stockholders includes a picture of
E.H. Arnold, Company President, standing near e-commerce
sortation system.

Pages 2 and 3 - Description of New Penn includes the following
material:

     Picture of New Penn tractor and trailer on highway.

     Picture of New Penn driver using his on-board computer with
     the caption, "On-board computers improve efficiency and
     customer service."

     Picture of person facing computer monitor with the caption,
     "An interactive web site provides customers instant access
     to shipment information."

     Picture of dispatcher using key pad and computer monitor
     with the caption, "The pickup and delivery dispatch process
     is 100% automated."

     Map of Eastern and Middle United States with portions
     of Quebec and Ontario Provinces and Puerto Rico shaded
     to indicate New Penn's Northeast regional service,
     Interregional service and International service areas.

     Line graph representing the number of tractors and
     trucks owned by New Penn in 1997 (727); 1998 (728) and
     1999 (795).

     Line graph representing the number of trailers owned by New
     Penn in 1997 (1,447); 1998 (1,469) and 1999 (1,525).

     Line graph representing the number of shipments (in
     thousands) transported by New Penn in 1997 (1,932); 1998
     (1,920) and 1999 (2,015).

     Line graph representing the weight of freight (in millions
     of pounds) transported by New Penn in 1997 (2,163); 1998
     (2,101) and 1999 (2,151).

     Line graph representing New Penn revenue (dollars in
     millions) for years 1995 ($167.1); 1996 ($181.9);
     1997 ($203.3); 1998 ($202.9) and 1999 ($215.6).

     Line graph representing New Penn operating income (dollars
     in millions) for years 1995 ($33.6); 1996 ($32.7); 1997
     ($44.2) 1998 ($43.1) and 1999 ($44.8).

     New Penn logo.

Pages 4 and 5 - Description of Arnold Logistics includes the
following materials:

     Picture of warehouse employees manning e-commerce sortation
     system.

     Picture of computer terminals with the caption, "A state-
     of-the-art call center supports e-commerce fulfillment
     operations."

     Picture of warehouse employees holding customer products
     with the caption, "Returns processing is a growing business
     segment."

     Line graph representing Arnold Logistics employees for 1997
     (433); 1998 (536) and 1999 (767).

     Line graph representing warehouse space of Arnold Logistics
     (in millions of square feet) for 1997 (2.5); 1998 (2.5) and
     1999 (3.4).

     Line graph representing revenue of Arnold Logistics (dollars
     in millions) for years 1995 ($18.5); 1996 ($22.5); 1997
     ($26.2); 1998 ($29.4) and 1999 ($37.0).

     Line graph representing operating income of Arnold Logistics
     (dollars in millions) for years 1995 ($3.3); 1996 ($3.9);
     1997 ($4.9); 1998 ($5.5) and 1999 ($5.5).

     Arnold Logistics logo.

Pages 6 and 7 - Description of Arnold Transportation Services
includes the following material:

     Picture of Arnold Transportation tractor and trailer on
     a suspension bridge.

     Picture of Arnold Transportation tractor and trailer on an
     interstate highway interchange with the caption, "All
     linehaul tractors are equipped with satellite tracking
     devices."

     Picture of two Arnold Transportation tractors and trailers
     on an interstate highway with the caption, "The average age
     of the tractor fleet is 2.1 years."

     Map of Eastern and Middle United States with dots to
     indicate Arnold Transportation's facility locations.

     Line graph representing the number of owner-operators of
     Arnold Transportation for years 1997 (371); 1998 (599) and
     1999 (703).

     Line graph representing the number of tractors owned by
     Arnold Transportation in 1997 (1,012); 1998 (894) and
     1999 (874).

     Line graph representing the number of trailers owned by
     Arnold Transportation in 1997 (4,355); 1998 (4,172) and 1999
     (4,381).

     Line graph representing revenue of Arnold Transportation
     Services (dollars in millions) for years 1995 ($144.5);
     1996 ($151.9); 1997 ($153.7); 1998 ($171.4) and 1999
     ($175.6).

     Line graph representing operating income of Arnold
     Transportation Services (dollars in millions) for years
     1995 ($11.6); 1996 ($3.6); 1997 ($2.1); 1998 ($7.1) and
     1999 ($5.9).

     Arnold Transportation Services logo.

Page 8 - Consolidated Five-Year Statistical Summary:  the
information on this page of the Annual Report is presented in
line-graph format, which is fully set forth above in table
format.

Back cover - Logo of Arnold Industries, Inc. and Company address,
telephone number and web site.