FIRST AMENDMENT TO MASTER
                         CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO MASTER CREDIT AGREEMENT ("Amendment")
is entered into as of August 16, 1996 among Matlack DE, Inc. ("the
Company", Matlack, Inc. ("MI"), Safeway Chemical Transportation,
Inc. ("SCI"), Brite-Sol Services, Inc. ("BSS"), (the Company, MI,
SCI and BSS are referred to individually and collectively as the
"Borrower"), Bank of America Illinois, individually and as
Collateral Agent, and First Union National Bank (collectively,
"the Banks").

     WHEREAS, the Borrower, the Banks, and Collateral Agent have
entered into that certain Master Credit Agreement dated as of
March 27, 1996 (the "Agreement"); and 

     WHEREAS, the parties desire to further amend the Agreement as
hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and
agreements contained herein, the parties hereto agrees as follows:

     1.  Definitions.  Unless otherwise defined herein, terms used
herein have the meaning assigned to such terms in the Agreement.

     2.  Amendments.  Subject to the terms and conditions of this
Amendment, the Agreement is hereby amended as follows:

     (a)  Section 1.01, definition of "Consolidated Adjusted Net
     Worth" is amended by adding the following sentence at the end
     of the definition:  "For purposes of this definition,
     Subordinated Indebtedness shall not exceed 35% of
     Consolidated Net Worth."

     (b)  Section 4.14 is amended by deleting "Minimum Net Worth"
     and substituting "Consolidated Adjusted Net Worth" in place
     thereof.

     3.  Conditions Precedent.  This Amendment shall become
effective when all of the following conditions have been met:

          (a)  the Borrower, the Banks and Collateral Agent shall
     each have signed a copy of this Amendment (whether the same
     or different copies); and 

          (b)  The Collateral Agent shall have received such other
     evidence as it may reasonably request to establish the
     consummation of the transactions contemplated hereby, the
     taking for all proceedings in connection herewith and
     compliance with the conditions set forth in this Amendment.

     4.  Miscellaneous.

          (a) Effect.  This Amendment is specific in time and in
     intent and does not constitute, nor should be construed as,
     an amendment or waiver of any other right, power or privilege
     under the Agreement or under any agreement, contract,
     document or instrument mentioned in the Agreement; nor does
     it preclude other or further exercise hereof or the exercise
     of any other right, power or privilege, nor shall any
     amendment or waiver of any right, power, privilege or default
     hereunder, or under any  agreement, contract, document or
     instrument mentioned in the Agreement, constitute an
     amendment or waiver of any other default of the same or of
     any other term or provision.  Except as expressly modified
     hereby, all of the terms and provisions of the Agreement
     shall continue in full force and effect; and the Borrower
     hereby confirms each and every one of its respective
     obligations under the Agreement, as amended by this
     Amendment.  Wherever the term "Agreement" is used in the
     Agreement and whenever the Agreement is referred to in any of
     the instruments, agreements or other documents or papers
     executed and delivered in connection therewith, it shall be
     deemed to mean the Agreement, as amended by this Amendment.

          (b)  Counterparts.  This Amendment may be executed in
     any number of counterparts, and all of such counterparts
     taken together shall be deemed to constitute one and the same
     instrument.

          (c)  Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY
     THE LAWS OF THE STATE OF ILLINOIS.

     IN WITNESS WHEREOF, the parties hereto have executed this
Amendment by their duly authorized officers as of the day and year
first above written.

Matlack DE, INC.

By: /s/ G. J. Trippitelli     
Title:  President        


Matlack, Inc.

By: /s/ G. J. Trippitelli     
Title:  President        

Safeway Chemical Transportation, Inc.

By: /s/ G. J. Trippitelli     
Title:  President        


Brite-Sol Services, Inc.

By: /s/ G. J. Trippitelli     
Title:  President        






Bank of America Illinois, as Collateral Agent

By: /s/ Nelson D. Albrecht    
Title: Vice President         


Bank of America Illinois, as Bank

By: /s/ Nelson D. Albrecht    
Title: Vice President         


First Union National Bank, as Bank

By: /s/  Patrick A. McGovern  
Title:  Senior Vice President