POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of Carolina
Freight Corporation (the "Corporation") and the several
undersigned Officers and Directors thereof whose signatures
appear below hereby makes, constitutes and appoints John B.
Yorke, Richard E. F. Valitutto and Robert S. McLean and each of
them acting individually, its and his true and lawful attorneys,
with full power to act without the other and with full power of
substitution, to execute, deliver and file in its and his name
and on its and his behalf, and in each of the undersigned
Officer's and Director's capacity or capacities as shown below,
(a) a Registration Statement on Form S-8 (or other appropriate
form) with respect to the registration under the Securities Act
of 1933, as amended (the "Securities Act"), of 200,000 shares of
the Common Stock, $.50 par value per share, of the Corporation
for sale from time to time by the Corporation to various of its
key employees pursuant to the exercise of options granted under
the Carolina Freight Corporation 1994 Nonqualified Stock Option
Plan, and any and all amendments, including any and all
post-effective amendments, to the foregoing and any and all
documents in support thereof or supplemental thereto, and (b)
such registration statements, petitions, applications, consents
to service of process or other instruments, and any and all
amendments or supplements to the foregoing and any and all
documents in support thereof or supplemental thereto, as may be
necessary or advisable to qualify or register the securities
covered by said Registration Statement under such state or other
securities laws, regulations and requirements as may be
applicable; and each of the Corporation and said Officers and
Directors hereby grants to said attorneys, and to each of them,
full power and authority to do and perform each and every act and
thing whatsoever as said attorneys or attorney may deem necessary
or advisable to carry out fully the intent of this power of
attorney to the same extent and with the same effect as the
Corporation might or could do, and as each of said Officers and
Directors might or could do personally in his capacity or
capacities as aforesaid, and each of the Corporation and said
Officers and Directors hereby ratifies and confirms all acts and
things which said attorneys or attorney might do or cause to be
done by virtue of this power of attorney and its or his signature
as the same may be signed by said attorneys or attorney, or
either of them, to any or all of the following (and/or any and
all amendments and supplements to any or all thereof):  such
Registration Statement under the Securities Act, and all such
registration statements, petitions, applications, consents to
service of process and other instruments, and any and all
amendments to the foregoing and any and all documents in support
thereof or supplemental thereto, under such securities laws,
regulations and requirements as may be applicable.

     IN WITNESS WHEREOF, Carolina Freight Corporation has caused
this power of attorney to be signed on its behalf, and each of
the undersigned Officers and Directors of the Corporation in the
capacity or capacities noted has hereunto set his hand on the
date indicated.

                              CAROLINA FREIGHT CORPORATION


                              By:  /S/ LARY R. SCOTT              
                      
                                   Lary R. Scott
                                   Chairman and Chief Executive
                                     Officer
                              Dated:    December 5, 1994


    SIGNATURE                  TITLE                   DATE

/S/ LARY R. SCOTT                                                
Lary R. Scott              Chairman, Chief       December 5, 1994
                           Executive Officer 
                           and Director  
                           (Principal Executive 
                           Officer)

/S/ SHAWN W. POOLE                                               
Shawn W. Poole             Vice President and    December 5, 1994
                           Chief Financial 
                           Officer (Principal 
                           Financial and 
                           Accounting Officer)

/S/ J. M. CARSTARPHEN                                            
J.M. Carstarphen           Director              December 5, 1994

/S/ CHARLES L. GRACE                                             
Charles L. Grace           Director              December 5, 1994

/S/ HOWARD H. HAWORTH                                            
Howard H. Haworth          Director              December 5, 1994

/S/ PALMER E. HUFFSTETLER                                        
Palmer E. Huffstetler      Director              December 5, 1994

/S/ WILLIAM M. R. MAPEL                                          
William M. R. Mapel        Director              December 5, 1994

/S/ DR. JAMES G. MARTIN                                          
Dr. James G. Martin        Director              December 5, 1994

/S/ PAUL F. RICHARDSON                                           
Paul F. Richardson         Director              December 5, 1994

/S/ KENNETH G. YOUNGER                                           
Kenneth G. Younger         Director              December 5, 1994