THIRD AMENDMENT TO MASTER
                          CREDIT AGREEMENT

     THIS THIRD AMENDMENT TO MASTER CREDIT AGREEMENT ("Amendment") is
entered into as of September 2, 1997 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 National Trust and Savings Association,
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, as amended by a First Amendment dated as of August 16, 1996
and a Second Amendment dated as of February 7, 1997 (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 agree 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)  The introductory paragraph is amended by (i) adding
          Matlack Leasing, Inc. ("MLI") and a Borrower; (ii) adding
          "MLI" after "SCI" in the fourth line; and (iii) inserting
          the following before "Bank of America Illinois":  "Bank of
          America National Trust and Savings Association, successor
          by merger to".

          (b)  The definition of "Collateral Agent" is amended by
          deleting "Bank of America Illinois" and substituting "Bank
          of America National Trust and Savings Association" in place
          thereof.

          (c)  Section 5.01 (i)(i) is amended by deleting "20 days"
          and substituting "a reasonable period of time" in place
          therof.

     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.  Whenever 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

                              Matlack, Inc.
                              By:/s/  G. J. Trippitelli

                              Safeway Chemical Transportation, Inc.
                              By:/s/  G. J. Trippitelli

                              Brite-Sol Services, Inc.
                              By:/s/  G. J. Trippitelli

                              Matlack Leasing, Inc.
                              By:/s/  G. J. Trippitelli

                              Bank of America National Trust and
Savings
                              Association,as Collateral Agent
                              By: /s/  Nelson D. Albrecht   

                              Bank of America National Trust and
Savings
                              Association, as Bank
                              By: /s/  Nelson D. Albrecht   

                              First Union National Bank, as Bank
                              By: /s/ Timothy J. Barker