[KINARK CORPORATION LETTERHEAD]



October 31, 1996



VIA FACSIMILE AND U.S. MAIL

Morrow & Co., Inc.
909 Third Avenue, 20th Floor
New York, New York  10022-4799
Attention:  Jerry Mucha

ChaseMellon Shareholder Services, L.L.C.
Reorganization Department
P.O. Box 817
Midtown Station
New York, New York  10018
Attention:  Michael Legregin

     Re:  Rights Offering of Kinark Corporation

Gentlemen:

     This letter is to notify you of certain matters related to the closing of
the Rights Offering (as defined below) presently being conducted by Kinark
Corporation (the "Company").  The Company is notifying you of these matters
because, as the Information Agent and the Subscription Agent in the Rights
Offering, you should be aware of these clarifications in order to properly
fulfill your duties with respect to the Rights Offering.

     As you are aware, the Company is offering up to 6,066,536 shares of its
common stock, $.10 par value per share (the "Common Stock"), to holders of
record as of the close of business on September 27, 1996 (the "Record Date"),
pursuant to that certain Prospectus dated October 4, 1996 (the "Prospectus"),
included as part of that certain Registration Statement on Form S-3 filed with
the Securities and Exchange Commission (File No. 333-4937) and declared
effective on October 4, 1996.  Each stockholder has received one
nontransferable right (each, a "Right") for each share of Common Stock held on
the Record Date, with each Right entitling the holder thereof to subscribe for
and purchase one share of Common Stock for a price of $3.00 per share (the
"Rights Offering").  Rights will expire at 5:00 p.m., New York City time, on
November 8, 1996, unless extended as provided in the Prospectus (the
"Expiration Date").  Unless otherwise defined in this letter, capitalized terms
used herein shall have the meanings given such terms in the Prospectus.  

     With respect to your duties as Information Agent and Subscription Agent,
respectively, please be advised that the issuance of shares of Common Stock
pursuant to the Rights Offering is subject to the receipt of the Minimum
Proceeds and the absence of an injunction issued by a court of competent
jurisdiction permanently enjoining the Rights Offering, the Acquisition or the
Merger.  This letter should clarify the language in the Prospectus that the
mere filing of a lawsuit seeking such an injunction shall not terminate or
postpone the Rights Offering.

     The foregoing clarification relates to the sections of the Prospectus
labeled "Prospectus Summary - Conditions to the Rights Offering," "Prospectus
Summary - Amendment, Extension and Termination," "The Rights Offering -
Conditions to the Rights Offering" and "The Rights Offering - Amendment,
Extension and Termination."

     Please call the Company's counsel, Paul A. Quiros, at Nelson Mullins Riley
& Scarborough, L.L.P., at (404) 817-6103 should you have any questions with
respect to these matters.

                              Very truly yours,


                              /s/ Paul R. Chastain
                              Paul R. Chastain
                              Vice President & Chief Financial Officer

PRC:rc

cc:  Paul A. Quiros, Esq.