M.S. CARRIERS, INC.                  
                                       3171 DIRECTORS ROW                  
                                       MEMPHIS, TENNESSEE  38116       

                        ADDITIONAL INFORMATION RELATING TO PROXY STATEMENT      
     
     M.S. Carriers, Inc. previously distributed a proxy statement relating 
to its 1995 annual meeting of shareholders (the "Proxy Statement").  The 
information contained on page 7 of the Proxy Statement captioned "Option 
Grants in 1994" does not include all of the information required by 
Item 402(c) of Regulation S-K with respect to stock options granted to 
executive officers during the year ended December 31, 1994.         
                                                            
     The following table, which includes the required information 
concerning (i) the percent each grant represents of total options to 
employees during the fiscal year, (ii) the expiration date of the 
options granted, and (iii) the potential realizable value of each 
grant of options, supplements the information contained in the Proxy 
Statement.                               



                                                            
                                                            
                           Individual Grants                                      Potential realizable
                                                                                  value at assumed
                                      % of                                        annual rates
                 Number of            Total                                       of stock price
                 Securities           Options          Exercise                   appreciation for
                 Underlying           Granted to       or Base                    option term
                 Options              Employees in     Price        Expiration                         
Name             Granted (#)          Fiscal Year      ($/SH)       Date           5%           10%

                                                                                

Michael S.
Starnes          --                   --               --           --             --           --

Carl J.
Mungenast        50,000               20.4%            $22.625      3/30/04        $711,431     $1,802,918

James W. 
Welch            20,000                8.2%             20.75       1/03/04         260,989        661,402

Gary L.                                                    
Hardeman         20,000                8.2%             20.75       1/03/04         260,989        661,402

M.J.
Barrow           20,000                8.2%             20.75       1/03/04         260,989        661,402


                                                            
This information is required to be disclosed in connection with the election 
of directors to be held at the annual meeting of shareholders on May 5, 1995.

                                    M.J. Barrow, Secretary   
                                    April 10, 1995