AMENDMENT TO EMPLOYMENT AGREEMENT

     This Amendment is made and entered into this 1st day of
June, 1996, by and between M.S. Carriers, Inc. a Tennessee
corporation (the "Company") and Carl J. Mungenast, a resident of
Germantown, Tennessee (the "Employee").

     WHEREAS, the Company and Employee entered into a certain
Employment Agreement (the "Agreement") dated the first day of
April, 1994; and

     WHEREAS, the Company and the Employee have determined that
it is in their mutual best interests to amend certain provisions
of the Agreement to reflect the decrease in the scope of the
duties assigned to Employee by the Company.

     NOW, THEREFORE, in consideration of the premises, the
parties do amend the Agreement as follows:

     Section 2 of the Agreement is deleted in its entirety and
the following is substituted in its place:

     2.  COMPENSATION.  

        (a)  Base Salary.  Company agrees to pay Employee an
annual base salary to be paid to him in regular installments in
accordance with the Company's usual payroll procedures.  The
annual base salary to be paid Employee for the period commencing
June 1, 1996, and ending May 31, 1997, is $70,000 which shall be
paid on a pro rata basis.  Thereafter, the Employee's annual base
salary shall be determined by the Company.  

        (b)  Employee Benefits.  Employee shall be eligible to
participate in such employee benefit plans as the Company may
make available to its employees in general from time to time
provided that Employee shall meet the eligibility requirements of
such plans.  Notwithstanding anything contained herein to the
contrary, Employee acknowledges that he has been advised of the
following specific benefits and/or benefits plans and,
nonetheless, declines to accept such benefits or be covered by
such benefit plans:  (i) all medical and dental benefits; (ii)
all group life insurance benefits; (iii) all split-dollar
insurance benefits; and (iv) all long-term disability benefits.  

        (c)  Expense Reimbursement.  The Company shall reimburse
to Employee all ordinary and necessary business expenses incurred
directly in connection with his employment duties hereunder,

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provided Employee shall satisfactorily substantiate, in such
detail as reasonably necessary, the business relationship of such
expenses.

     IN WITNESS WHEREOF, the parties have executed this Amendment
on the day and year first above written.


                                   COMPANY:

                                   M.S. CARRIERS, INC.

                                   BY: s/ Michael S. Starnes   
                                        Michael S. Starnes,
                                        Chairman of the Board

                                   EMPLOYEE:

                                   s/ Carl J. Mungenast        
                                   CARL J. MUNGENAST 




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