AMENDMENT NO. 1
                                 TO
                          RIGHTS AGREEMENT
                               BETWEEN
                        MATLACK SYSTEMS, INC.
                                 AND
                   REGISTRAR AND TRANSFER COMPANY

     This Amendment No. 1 dated as of the 13th day of February, 1998
amending that certain Rights Agreement (the "Rights Agreement") dated
as of June 14, 1989 between Matlack Systems, Inc. (the "Company") and
Registrar and Transfer Company (the "Rights Agent").

     WHEREAS, Section 26 to the Rights Agreement provides that as long
as the Rights defined in and created by the Rights Agreement (the
"Rights") are redeemable, the Company may in its sole and absolute
discretion, and the Rights Agent shall if the Company so directs,
supplement or amend any provision of the Rights Agreement without the
approval of any holders of the Rights or the Common Stock of the
Company (the "Common Stock"), provided that no such supplement or
amendment shall be made which changes the Redemption Price (as defined
in the Rights Agreement), the Final Expiration Date (as defined in the
Rights Agreement) or the number of shares of Common Stock for which a
Right is exercisable; and

     WHEREAS, the Company wishes to provide the Board of Directors with
discretion in redeeming the Rights; and

     WHEREAS, the Company and the Rights Agent wish to amend the
Agreement to reflect the foregoing desire:

     NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:

     1.   Definitions.  Unless otherwise defined herein, terms used
herein which are defined in the Agreement shall have the meanings given
them in the Agreement.

     2.   Amendments.

          (a)  Section 1 of the Agreement is hereby amended by
inserting a new clause "(kk)," reading as follows:

                    "Exempt Transaction" shall mean a
               share exchange, consolidation, merger or
               other transaction in respect of which
               the Board of Directors has waived the
               application of either Section 13 or
               Section 11 (a) (ii), whichever is
               applicable, pursuant to the provisions
               of Section 23 (c)."

          (b)  Section 1(aa) of the Agreement is hereby amended by
inserting the following language after the word "hereof":

               ", provided however that a Section 11
               (a) (ii) Event shall not include an
               Exempt Transaction."

          (c)  Section 1 (cc) of the Agreement is hereby amended by
inserting the following language after the word "hereof":

               ", provided however that a Section 13
               Event shall not include an Exempt
               Transaction."

          (d)  Section 23 of the Agreement is hereby amended by adding
a new clause (c) to the end of the Section, reading as follows:

                    "The Board of Directors may, until
               a Triggering Event shall have occurred,
               upon written notice (including notice by
               telecopy) to the Rights Agent, determine
               to waive the application of either
               Section 13 or Section 11 (a) (ii),
               whichever is applicable, to a Triggering
               Event."

     3.   Representations and Warranties of the Company.

          The Company represents and warrants to the Rights Agent that
(i) this Amendment No. 1 is permitted under the terms of the Rights
Agreement, and (ii) this Amendment No. 1 does not change the Redemption
Price, the Final Execution Date or the number of shares of Common Stock
for which a Right is exercisable under the Rights Agreement. 

     4.   Effect.  Except as expressly modified hereby, all terms and
provisions of the Agreement remain unamended and in full force and
effect.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to the Rights Agreement to be duly executed, all as of the day
and year first above written.



                                   Matlack Systems, Inc.

                                   By:   /s/ John W. Rollins, Jr.
                                        Chairman of the Board



                                   Registrar and Transfer Company

                                   By:   /s/ Thomas L. Montrone  
                                        President and CEO