SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [ X ]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
BY RULE 14A-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

TUSCARORA INCORPORATED
- --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

- --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of filing fee (Check the appropriate box):

[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

---------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

---------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

---------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:
---------------

(5) Total fee paid:
------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
----------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------
(3) Filing Party:
--------------------------------------------------
(4) Date Filed:
----------------------------------------------------

[ X ] No fee required
2

Tuscarora Logo

800 FIFTH AVENUE
NEW BRIGHTON, PENNSYLVANIA 15066

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 16, 1999

To The Shareholders:

The Annual Meeting of Shareholders of Tuscarora Incorporated (the
"Company") will be held at the Pittsburgh Airport Marriott, Parkway West,
Coraopolis, Allegheny County, Pennsylvania on Thursday, December 16, 1999 at
10:30 A.M., Pittsburgh time, for the purpose of considering and acting upon the
following:

(1) The election of three persons to serve as directors for a three-year
term expiring at the annual meeting of shareholders in 2002;

(2) The ratification of the appointment of Ernst & Young LLP as independent
public accountants to audit the financial statements of the Company and
its subsidiaries for the 2000 fiscal year; and

(3) Such other business as may properly come before the Annual Meeting or
any adjournment thereof.

By Order of the Board of Directors,

Harold F. Reed, Jr.,
Secretary

New Brighton, Pennsylvania
November 16, 1999

YOUR VOTE IS IMPORTANT

YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN THE ACCOMPANYING PROXY SO THAT
YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE
PRESENCE OF A QUORUM MAY BE ASSURED AT THE ANNUAL MEETING. THE GIVING OF YOUR
PROXY DOES NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE
MEETING. PLEASE INDICATE ON THE PROXY YOU RETURN WHETHER OR NOT YOU WILL ATTEND
THE MEETING.
3

November 16, 1999

TUSCARORA INCORPORATED
800 FIFTH AVENUE
NEW BRIGHTON, PENNSYLVANIA 15066

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 16, 1999

This Proxy Statement is furnished to shareholders in connection with the
solicitation by the Board of Directors of Tuscarora Incorporated (the "Company")
of proxies in the accompanying form for use at the Annual Meeting of
Shareholders of the Company to be held on December 16, 1999 and at any
adjournment thereof. If a proxy in the accompanying form is duly executed and
returned to the Company, the shares represented will be voted at the Meeting
and, where a choice is specified, will be voted in accordance with the
specification made. Any shareholder who gives a proxy has the power to revoke it
by notice to the Secretary at any time before it is exercised. A later-dated
proxy will revoke an earlier proxy, and shareholders who attend the Meeting may,
if they wish, vote in person even though they have submitted a proxy, in which
event the proxy will be deemed to have been revoked.

The Company's Restated Articles of Incorporation (the "Articles") provide
that the Company has the authority to issue 50,000,000 shares of Common Stock,
without par value (the "Common Stock"), and 2,000,000 shares of Preferred Stock,
par value $.01 per share. Only shares of Common Stock have been issued. As of
the close of business on October 22, 1999, 9,406,386 shares of Common Stock were
issued and outstanding.

Holders of record of the Common Stock as of the close of business on
October 22, 1999 have the right to receive notice of and to vote at the Annual
Meeting. These shareholders are entitled to one vote for each share held on all
matters to be considered and acted upon at the Meeting. Under the Company's
Articles, the shareholders do not have cumulative voting rights in the election
of directors.

The Annual Report to Shareholders for the fiscal year ended August 31,
1999, which includes consolidated financial statements, is enclosed with this
Proxy Statement.

BENEFICIAL OWNERSHIP OF COMMON STOCK

Under the proxy rules of the Securities and Exchange Commission (the
"SEC"), a person who directly or indirectly has or shares voting power and/or
investment power with respect to a security is considered a beneficial owner of
the security. Voting power includes the power to vote or direct the voting of
shares, and investment power includes the power to dispose of or direct the
disposition of shares. Shares as to which voting power and/or investment power
may be acquired within 60 days are also considered as beneficially owned.

MANAGEMENT

The following table sets forth information as of the close of business on
October 22, 1999 with respect to the beneficial ownership of shares of the
Company's Common Stock by (i) each director, (ii) each person named in the
Summary Compensation Table included in this Proxy Statement and (iii) all
directors and
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executive officers of the Company as a group. Unless otherwise indicated in the
footnotes to the table, each person named has sole voting power and sole
investment power with respect to the shares included in the table.

BENEFICIAL OWNERSHIP
OF COMMON STOCK
------------------------
NUMBER OF PERCENT
NAME SHARES OF CLASS
---- ------ --------

Thomas S. Blair (1)................................... 206,857 2.20%
James H. Brakebill (1)(2)............................. 66,958 .71%
David I. Cohen (1)(3)................................. 5,558 .06%
Abe Farkas (1)(3)(4)(5)............................... 436,600 4.64%
Karen L. Farkas (1)(3)................................ 22,000 .23%
Robert W. Kampmeinert (1)(4)(6)(7).................... 22,000 .23%
Jeffery L. Leininger (1).............................. 2,500 .03%
Brian C. Mullins (1)(2)(4)............................ 77,231 .82%
David C. O'Leary (1)(2)(3)(4)(6)...................... 188,191 1.99%
John P. O'Leary, Jr. (1)(2)(3)(4)(6)(8)............... 323,003 3.41%
Harold F. Reed, Jr. (1)(3)(4)......................... 79,450 .84%
Thomas P. Woolaway (1)(3)(4).......................... 261,936 2.78%
All directors and executive officers of the Company as
a group (11 persons) (1)............................ 1,625,326 16.97%

- ---------------
(1) Includes shares covered by stock options as follows: Thomas S. Blair, 2,500
shares; James H. Brakebill, 46,650 shares; David I. Cohen, 2,500 shares; Abe
Farkas, 2,500 shares; Karen L. Farkas, 2,500 shares; Robert W. Kampmeinert,
2,500 shares; Jeffery L. Leininger, 2,500 shares; Brian C. Mullins, 46,650
shares; David C. O'Leary, 35,250 shares; John P. O'Leary, Jr., 70,500
shares; Harold F. Reed, Jr., 2,500 shares and Thomas P. Woolaway, 2,500
shares. In computing the percentage ownership for each person and all
directors and executive officers as a group, the shares covered by the stock
options held by each person and the group are deemed outstanding. The table
does not include stock options granted to the Company's executive officers
which may become exercisable prior to October 26, 2005, depending on the
stock price of the Company's Common Stock (see footnotes 3, 4, and 5 to the
table "Option Grants in 1999 Fiscal Year"), and, accordingly, may or may not
become exercisable within 60 days of October 22, 1999.

(2) Includes shares credited to their accounts under the Company's Common Stock
Purchase Plan for Salaried Employees as follows: James H. Brakebill, 26
shares; Brian C. Mullins, 1,665 shares; David C. O'Leary, 1,758 shares and
John P. O'Leary, Jr., 1,383 shares.

(3) Includes shares held jointly with their spouses, as to which voting power
and investment power are shared, as follows: David I. Cohen, 3,058 shares;
Abe Farkas, 133,200 shares; Karen L. Farkas, 750 shares; David C. O'Leary,
30,684 shares; John P. O'Leary, Jr., 16,368 shares; Harold F. Reed, Jr.,
13,500 shares and Thomas P. Woolaway, 62,289 shares.

(4) Includes shares held by their wives as follows: Abe Farkas, 91,500 shares;
Robert W. Kampmeinert, 1,500 shares; Brian C. Mullins, 7,230 shares; David
C. O'Leary, 2,796 shares; John P. O'Leary, Jr., 592 shares; Harold F. Reed,
Jr., 1,500 shares and Thomas P. Woolaway, 77,139 shares. Beneficial
ownership of these shares is disclaimed.

(5) Includes 177,900 shares held by the wife of Abe Farkas as trustee under
trusts for children and grandchildren. Beneficial ownership of these shares
is disclaimed.

(6) Includes shares held in custodian accounts for children as follows: Robert
W. Kampmeinert, 3,000 shares; David C. O'Leary, 14,475 shares and John P.
O'Leary, Jr., 15,622 shares. Beneficial ownership of these shares is
disclaimed.

(7) Includes 15,000 shares held by Parker/Hunter Incorporated. Beneficial
ownership of these shares is disclaimed.

2
5

(8) Includes 120,285 shares held by the trust for the individual account defined
contribution pension plans of the Company and its subsidiaries. John P.
O'Leary, Jr. is a named fiduciary with respect to the trust and has sole
power to direct the trustee as to the acquisition, disposition and voting of
the Company's Common Stock held by the trust.

The information in the table does not include 309,761 shares of the
Company's Common Stock held by trusts created under the Will of John P. O'Leary,
Sr., co-founder and former Chief Executive Officer of the Company. The children
of John P. O'Leary, Sr.: John P. O'Leary, Jr., David C. O'Leary and Kerry
O'Leary Zombeck, and their mother, Beverly J. O'Leary, are co-trustees of these
trusts and share voting power and investment power.

OTHER BENEFICIAL OWNERS

Information with respect to the only persons known by the Company to be the
beneficial owners of more than 5% of the Company's Common Stock as of October
22, 1999, is as follows:

BENEFICIAL OWNERSHIP
OF COMMON STOCK
------------------------
NUMBER OF PERCENT
NAME AND ADDRESS SHARES OF CLASS
---------------- --------- --------

Jack Farkas 486,000 5.17%
6315 Forbes Avenue
Pittsburgh, Pennsylvania 15212

T. Rowe Price Associates, Inc. 828,700 8.81%
100 East Pratt Street
Baltimore, Maryland 21202

Jack Farkas is the brother and uncle, respectively, of Abe Farkas and Karen
L. Farkas, both of whom are directors of the Company. Jack Farkas has sole
voting power and sole investment power with respect to the shares included in
the table. Of the shares, 198,000 are held by an irrevocable trust of which Jack
Farkas is the sole trustee.

T. Rowe Price Associates, Inc. ("Price Associates") is an investment
advisor registered under the Investment Advisors Act of 1940. It advised the
Company that the shares are owned by various individual and institutional
investors which Price Associates serves as investment advisor with power to
direct investments and/or to vote the shares. Included in the total shown are
725,000 shares (7.71% of the shares outstanding) owned by T. Rowe Price Small
Cap Value Fund, Inc., a closed end mutual fund registered under the Investment
Company Act of 1940. Price Associates advised the Company that although it is
deemed to be a beneficial owner of the shares for purposes of the SEC reporting
requirements, it expressly disclaims that it is, in fact, the beneficial owner
of the shares.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers to file with the SEC reports of beneficial
ownership and changes in beneficial ownership of the Company's Common Stock.
These persons are required to furnish the Company with copies of all Section
16(a) reports they file. During the 1999 fiscal year, John P. O'Leary, Jr. made
a late report with respect to the acquisition of 15,000 shares of the Company's
Common Stock by the trust for the pension plans of the Company and its
subsidiaries (see "Beneficial Ownership of Common Stock"). Based on written
representations of its directors and executive officers and copies of the
reports they filed, the Company believes that all other reports required to be
filed under Section 16(a) by the Company's directors and executive officers
since the beginning of the 1999 fiscal year were timely filed.

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6

ELECTION OF DIRECTORS

Three directors will be elected at the Annual Meeting to serve until the
annual meeting of shareholders in 2002 and until their successors are elected.
The Board of Directors has nominated Jeffery L. Leininger, David C. O'Leary and
Thomas P. Woolaway and recommends a vote for their election. Each nominee has
consented to be named as a nominee. Although all of the nominees are incumbent
directors, David C. O'Leary is an incumbent director in the class of directors
whose term expires at the annual meeting of shareholders in 2000. Thomas S.
Blair, an incumbent director in the class of directors whose term expires in
1999 (at the Annual Meeting), has informed the Company that he intends to retire
from the Board upon the expiration of his term. In order to cause the directors
in each class to be as nearly equal in number as possible, David C. O'Leary has
been nominated by the Board to serve as a director in the class of directors to
be elected at the Annual Meeting upon which event he would be a member of the
class of directors whose term expires in 2002 rather than a member of the class
of directors whose term expires in 2000.

Unless authority to so vote is withheld, it is intended that the proxies
solicited by the Board of Directors will be voted "for" the election of the
three nominees. In the event that at the date of the Annual Meeting any of the
nominees should for any reason not be available for election, the proxies
solicited by the Board will be voted for the election of the other nominees and
such substitute nominees as shall be designated by the Board.

The Board of Directors does not have a nominating committee. The Company's
Articles provide that nominations for the election of directors at a meeting of
shareholders may be made only by the Board, a committee of the Board or a
shareholder of record entitled to vote in the election of the directors to be
elected; provided, however, that a nomination may only be made by a shareholder
of record at a meeting of shareholders if written notice that the nomination is
to be made is received by the Secretary of the Company prior to the meeting. In
the case of an annual meeting, the written notice must be received 90 days prior
to the anniversary date of the immediately preceding annual meeting and must
contain certain information with respect to the nominee as set forth in the
Articles. Information with respect to the nominating procedure may be obtained
by a shareholder from the Secretary of the Company. No written notice that a
nomination would be made by a shareholder at the Annual Meeting was received by
the Company.

Information with respect to the nominees and the other directors whose
terms of office will continue after the Annual Meeting is set forth in the
following table. The nominees and other directors have held the positions shown
for more than five years unless otherwise indicated.

DIRECTOR PRINCIPAL OCCUPATION OR
NAME SINCE EMPLOYMENT; DIRECTORSHIPS; AGE
---- ----- ------------------------------

Nominees for a term expiring
in 2002:
Jeffery L. Leininger 1996 Vice Chairman, Mellon Bank, N.A. (national bank),
Pittsburgh, Pennsylvania since February 1996;
Executive Vice President and Department Head,
Mellon Bank, N.A., prior to February 1996; Age 53

David C. O'Leary 1985 Senior Vice President and Chief Operating Officer
of the Company since October 1998; Vice President
and Chief Operating Officer of the Company from
May 1997 to October 1998; Vice President, Sales
and Marketing of the Company from April 1994 to
May 1997; Age 50

Thomas P. Woolaway 1962 Retired Chief Operating Officer of the Company;
Vice Chairman of the Board of Directors of the
Company; Age 68

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DIRECTOR PRINCIPAL OCCUPATION OR
NAME SINCE EMPLOYMENT; DIRECTORSHIPS; AGE
---- ----- ------------------------------

Continuing directors with a term
expiring in 2000:
Karen L. Farkas 1994 Chief Operating Officer and Treasurer of Heart
Smart Foods Ltd. (wholesaler of specialty foods),
Alberta, Canada; Tutor and seminar instructor in
corporate finance, investments and individual
finance at Athabasca University, Alberta, Canada;
Age 51

Robert W. Kampmeinert 1994 Chairman, President and Chief Executive Officer
of Parker/Hunter Incorporated (investment banking
firm), Pittsburgh, Pennsylvania; Director of
Tollgrade Communications, Inc.; Age 56

Harold F. Reed, Jr. 1969 Senior Partner of Reed, Luce, Tosh, Wolford and
Douglass (law firm), Beaver, Pennsylvania;
Secretary of the Company; Director of SkyBank;
Age 72

Continuing directors with a term
expiring in 2001:
David I. Cohen 1993 Director of Cohen & Grigsby, P.C. (law firm),
Pittsburgh, Pennsylvania since September 1, 1999;
Partner of Titus & McConomy LLP (law firm),
Pittsburgh, Pennsylvania from July 1995 to August
31, 1999; Partner of Reed Smith Shaw & McClay LLP
(law firm), Pittsburgh, Pennsylvania prior to
July 1995; Age 48

Abe Farkas 1962 Retired; formerly owner of Beaver Super Market,
Beaver, Pennsylvania; Age 83

John P. O'Leary, Jr. 1974 President and Chief Executive Officer of the
Company (also Chairman of the Board of Directors
of the Company); Director of Matthews
International Corporation; Age 52

During the 1999 fiscal year, there were seven meetings of the Board of
Directors. Average attendance at those meetings was 98.6%.

VOTE REQUIRED

Only affirmative votes are counted in the election of directors. The three
nominees for election as directors at the Annual Meeting who receive the highest
number of votes cast for the election of directors by the holders of the
Company's Common Stock present in person or voting by proxy, a quorum being
present, will be elected as directors.

COMMITTEES OF BOARD OF DIRECTORS

The Board of Directors has an Executive Committee, a Compensation Committee
and an Audit Committee.

The members of the Executive Committee are John P. O'Leary, Jr. (Chairman),
Thomas S. Blair, David C. O'Leary, Harold F. Reed, Jr. and Thomas P. Woolaway.
The Committee may exercise all the power and authority of the Board in the
management of the affairs of the Company except for matters expressly reserved
by law for Board action. It is intended that the Committee will meet only
infrequently as necessary between regular meetings of the Board. The Executive
Committee did not meet during the 1999 fiscal year.

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The members of the Compensation Committee are Robert W. Kampmeinert
(Chairman), Thomas S. Blair, Harold F. Reed, Jr. and Thomas P. Woolaway. The
Committee recommends to the Board the base salary of the Company's executive
officers and the grant of stock options under the Company's stock option plans.
For the 1998 and 1997 fiscal years, the Committee recommended to the Board the
bonuses of the Company's executive officers. In addition, beginning with the
1999 fiscal year, the Committee administers the Company's Annual Incentive Bonus
Plan and recommends to the Board the bonuses to be paid thereunder to executive
officers. The Committee also administers the Company's Common Stock Purchase
Plan for Salaried Employees and designates the participants and levels of
participation under the Company's Supplemental Executive Retirement Plan. The
Committee also makes recommendations to the Board with respect to director
compensation, including the grant of stock options to non-employee directors,
and administers the Company's Deferred Compensation Plan for Non-Employee
Directors. During the 1999 fiscal year, there were three meetings of the
Compensation Committee.

The members of the Audit Committee are David I. Cohen (Chairman), Abe
Farkas, Karen L. Farkas and Jeffery L. Leininger. The responsibilities of the
Committee include assuring direct and open lines of communication between the
Board of Directors and the Company's accounting personnel and independent public
accountants and reviewing the annual financial statements of the Company and its
subsidiaries with the management of the Company and the independent public
accountants. The Committee verifies the independence of the independent public
accountants, recommends to the Board the retention or selection of the
independent public accountants, reviews the quality and depth of staffing in the
Company's financial, accounting and internal audit departments and reviews
proposed changes in accounting principles as they may materially affect the
Company. During the 1999 fiscal year, there were two meetings of the Audit
Committee.

COMPENSATION OF DIRECTORS

Each director who is not an employee of the Company receives an annual
retainer of $5,000. Non-employee directors who serve on the Executive Committee
also receive an annual fee of $1,500 and non-employee directors who serve as
Chairmen of Board Committees also receive an annual fee of $1,000. In addition,
non-employee directors receive $1,500 for each Board meeting and $750 for each
meeting of the Compensation Committee and Audit Committee they attend.
Non-employee directors receive reimbursement for travel expenses to attend Board
and Committee meetings. Directors who are employees of the Company do not
receive compensation for serving as a director.

The Company maintains a Deferred Compensation Plan for Non-Employee
Directors which permits Directors who are not employees of the Company to defer
the payment of compensation earned for services as a director until after
termination of service. Participants may defer the payment of compensation into
a bookkeeping account which credits the participant with phantom share units of
the Company's Common Stock or into a bookkeeping account to which interest is
credited. The number of phantom share units credited is the amount of
compensation deferred divided by the fair market value of the Company's Common
Stock on the date of deferral. Three non-employee directors have elected to
defer all or part of their compensation into a phantom share account. As cash
dividends are paid, additional phantom share units are credited to the account.
Payments of the value of an account are made by the Company in cash after the
participant ceases to be a director at the election of the participant in a lump
sum or in up to ten annual installments.

The Company's 1997 Stock Incentive Plan provides for the grant of stock
options to non-employee directors. On October 26, 1998, each non-employee
director was granted a stock option to purchase 2,500 shares of the Company's
Common Stock at $12.82 per share. The stock options became exercisable on
October 26, 1999 and expire on October 25, 2008. The exercise price may be paid
in cash, in shares of the Common Stock which have been held for at least one
year or in any combination of cash and such shares.

The Company also has a retirement plan for directors who are not current or
former employees of the Company. Under the plan, retirement benefits are paid to
any director whose service as a director has terminated, who is 60 years of age
or older and who has completed at least five years of service on the Board at
the time of termination of service. The retirement benefit is an amount equal to
50% of the annual retainer and Board meeting fees paid each year to active
non-employee directors. Payments are made at the same time as payments are made
to the active non-employee directors. The benefits commence immediately upon

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termination of service and terminate upon the earliest to occur of (i) the
expiration of a period of time equal to the length of time the retired director
served on the Board, (ii) the death of the retired director or (iii) the tenth
anniversary of the date on which service as a director terminated. There are no
survivor benefits payable under the plan.

COMPENSATION OF EXECUTIVE OFFICERS

Compensation. The following table sets forth information concerning the
compensation paid for services rendered in all capacities to the Company and its
subsidiaries for the last three fiscal years to those persons who were at August
31, 1999, the Chief Executive Officer of the Company and the Company's other
executive officers.

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
------------------------------------------- ------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
FISCAL SALARY BONUS COMPENSATION OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION(1) YEAR ($)(2) ($)(3) ($)(4) (#)(5) ($)(6)
- ------------------------------ ------ -------- -------- ------------ ------------ ------------

John P. O'Leary, Jr. 1999 $282,000 $141,900 $-- 100,000 $22,570
President and 1998 272,000 75,000 -- 15,000 22,640
Chief Executive Officer 1997 262,000 105,000 -- 15,000 21,251
David C. O'Leary 1999 206,000 86,400 -- 65,000 19,333
Senior Vice President and 1998 185,000 45,000 -- 7,500 19,505
Chief Operating Officer 1997 170,000 54,000 -- 7,500 18,332
Brian C. Mullins 1999 182,000 68,700 -- 40,000 22,435
Senior Vice President, 1998 176,000 40,000 -- 7,500 22,475
Chief Financial Officer 1997 170,000 54,000 -- 7,500 21,246
and Treasurer
James H. Brakebill 1999 182,000 61,000 -- 40,000 22,555
Senior Vice President, 1998 176,000 40,000 -- 7,500 22,615
Manufacturing Services 1997 170,000 54,000 -- 7,500 21,454

- ---------------
(1) The titles of David C. O'Leary, Brian C. Mullins and James H. Brakebill were
changed from Vice President to Senior Vice President in October 1998. David
C. O'Leary became Chief Operating Officer in May 1997. Mr. Brakebill ceased
being an executive officer at the end of the 1999 fiscal year but continues
as a part-time employee with the title of Senior Technical Advisor.

(2) Represents base salary and includes the tax deferred contributions made by
the Company on behalf of the executive officers under the Company's Section
401(k) Plan for Salaried Employees.

(3) Bonuses for the 1999 fiscal year represent amounts calculated under the
Company's Annual Incentive Bonus Plan and recommended to the Board of
Directors by the Compensation Committee. The Annual Incentive Bonus Plan
provides for the establishment of financial targets and the payment of
bonuses to, among others, executive officers depending on the extent to
which such targets are achieved. Bonuses for the 1998 and 1997 fiscal years
represent cash bonuses awarded to the executive officers by the Board, on
the recommendation of the Compensation Committee, following the end of each
fiscal year (see "Compensation Committee Report on Executive Compensation").

(4) The dollar value of perquisites and other personal benefits is required to
be disclosed in this column in accordance with the rules of the SEC
regarding the disclosure of compensation of executive officers if the amount
for any executive officer equals or exceeds $50,000 or 10% of the total of
annual salary and bonus. The dollar value of the perquisites and other
personal benefits did not exceed the threshold amount for any of the
executive officers named for any of the fiscal years covered in the table.

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10

(5) Represents the number of shares of the Company's Common Stock for which
stock options were granted during the fiscal year. The stock options granted
during the 1999 fiscal year were granted under the Company's 1997 Stock
Incentive Plan and the stock options granted during the 1998 and 1997 fiscal
years were granted under the Company's 1989 Stock Incentive Plan.

(6) This column includes employer contributions for the accounts of the named
executive officers under (i) the Company's individual account defined
contribution pension plan for salaried employees, (ii) the Company's Section
401(k) Plan for Salaried Employees and (iii) the Company's Common Stock
Purchase Plan for Salaried Employees. For the 1999 fiscal year, the
breakdown of the employer contributions among the plans is as follows:

PENSION SECTION COMMON STOCK
NAME PLAN 401(K) PLAN PURCHASE PLAN
---- ------- ----------- ---------------

John P. O'Leary, Jr............... $20,800 $1,410 $360
David C. O'Leary.................. 17,600 1,373 360
Brian C. Mullins.................. 20,800 1,395 240
James H. Brakebill................ 20,800 1,395 360

Option Grants. The following table sets forth as to the persons named in
the Summary Compensation Table additional information with respect to the stock
options granted during the 1999 fiscal year, including the potential realizable
value from the stock options assuming they are exercised at the end of the
ten-year option term and assuming 5% and 10% annual rates of stock price
appreciation during the option term.

OPTION GRANTS IN 1999 FISCAL YEAR

POTENTIAL REALIZABLE
INDIVIDUAL GRANTS(1) VALUE AT ASSUMED ANNUAL
-------------------------------------------------------- RATES OF STOCK PRICE
NUMBER OF % OF TOTAL EXERCISE APPRECIATION FOR
SECURITIES OPTIONS GRANTED PRICE OPTION TERM(6)
UNDERLYING TO EMPLOYEES IN PER SHARE EXPIRATION -----------------------
NAME OPTIONS(#) 1999 FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---- ---------- ---------------- ------ ---------- ---------- ----------

John P. O'Leary, Jr. 25,000(2) 4.68% $12.82 10/25/08 $201,915 $509,595
25,000(3) 4.68% 12.82 10/25/08 201,915 509,595
25,000(4) 4.68% 12.82 10/25/08 201,915 509,595
25,000(5) 4.68% 12.82 10/25/08 201,915 509,595
David C. O'Leary 16,250(2) 3.04% 12.82 10/25/08 131,245 331,237
16,250(3) 3.04% 12.82 10/25/08 131,245 331,237
16,250(4) 3.04% 12.82 10/25/08 131,245 331,237
16,250(5) 3.04% 12.82 10/25/08 131,245 331,237
Brian C. Mullins 10,000(2) 1.87% 12.82 10/25/08 80,766 203,838
10,000(3) 1.87% 12.82 10/25/08 80,766 203,838
10,000(4) 1.87% 12.82 10/25/08 80,766 203,838
10,000(5) 1.87% 12.82 10/25/08 80,766 203,838
James H. Brakebill 10,000(2) 1.87% 12.82 10/25/08 80,766 203,838
10,000(3) 1.87% 12.82 10/25/08 80,766 203,838
10,000(4) 1.87% 12.82 10/25/08 80,766 203,838
10,000(5) 1.87% 12.82 10/25/08 80,766 203,838

- ---------------
(1) The stock options for the number of shares shown were granted on October 26,
1998 under the Company's 1997 Stock Incentive Plan. The exercise price per
share is 100% of the fair market value of the Company's Common Stock on the
date of grant. Fair market value is the average of the high and low sales
prices of the Company's Common Stock on the date of grant on the NASDAQ
National Market System as reported in The Wall Street Journal. The exercise
price may be paid in cash, in shares of the Common Stock which have been
held for at least one year or in any combination of cash and such shares.

8
11

(2) These stock options become exercisable on October 26, 2001 subject to
acceleration of the exercise date upon the occurrence of a change of control
event as described in the Plan.

(3) These stock options become exercisable if the closing stock price of the
Common Stock for any 10 trading days in a consecutive 20 trading day period
exceeds $19.23, but become exercisable in any event on October 26, 2005 or
upon the occurrence of a change of control event as described in the Plan.

(4) These stock options become exercisable if the closing stock price of the
Common Stock for any 10 trading days in a consecutive 20 trading day period
exceeds $23.72 but become exercisable in any event on October 26, 2005 or
upon the occurrence of a change of control event as described in the Plan.

(5) These stock options become exercisable if the closing stock price of the
Common Stock for any 10 trading days in a consecutive 20 trading day period
exceeds $28.85 but become exercisable in any event on October 26, 2005 or
upon the occurrence of a change of control event as described in the Plan.

(6) The 5% and 10% assumed annual rates of stock price appreciation do not
reflect actual changes in the fair market value of the Common Stock since
the date of grant. The information in the table is provided in accordance
with the rules of the SEC regarding the disclosure of compensation of
executive officers. The information is not intended to forecast possible
future stock price appreciation, if any.

Option Exercises and Values. The following table sets forth as to the
persons named in the Summary Compensation Table information with respect to the
number of shares of the Company's Common Stock acquired upon the exercise of
stock options during the 1999 fiscal year, the value realized from such
exercises, the number of shares covered by unexercised stock options held at
August 31, 1999 and the value of such unexercised stock options at August 31,
1999.

AGGREGATED OPTION EXERCISES IN 1999 FISCAL YEAR AND
1999 FISCAL YEAR END OPTION VALUES

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT 1999 IN-THE-MONEY OPTIONS AT
VALUE FISCAL YEAR END(#) 1999 FISCAL YEAR END($)(2)
SHARES ACQUIRED REALIZED --------------------------- ---------------------------
NAME ON EXERCISE (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ------ ----------- ------------- ----------- -------------

John P. O'Leary, Jr... None -- 70,500 100,000 $40,762 None
David C. O'Leary...... None -- 35,250 65,000 20,381 None
Brian C. Mullins...... 5,160 $30,657 46,650 40,000 77,438 None
James H. Brakebill.... 4,200 24,822 46,650 40,000 77,438 None

- ---------------
(1) The value realized is the difference between the aggregate fair market value
of the shares acquired on exercise and the aggregate exercise price.

(2) The value of unexercised in-the-money stock options is the difference
between the aggregate fair market value of shares covered by stock options
with an exercise price less than fair market value at 1999 fiscal year end
and the aggregate exercise price of such stock options. The outstanding
stock options granted during the 1996-1999 fiscal years end were not
in-the-money at the 1999 fiscal year end.

Supplemental Retirement Benefits. The Company has a supplemental executive
retirement plan under which supplemental retirement benefits may be paid by the
Company directly to key executives designated by the Compensation Committee.
John P. O'Leary, Jr., Brian C. Mullins and James H. Brakebill have been
designated as participants. Under the plan, designated percentages of
compensation are credited each fiscal quarter to an unfunded bookkeeping account
for each participant. Interest is thereafter credited to the account for each
fiscal quarter at the then prime rate as announced by the Company's principal
bank. Payments from the account commence after the later of the participant's
termination of employment or age 55 and are paid in the form of a single life
annuity unless another form of annuitized payment is elected. A participant does
not have the option to elect to receive a lump sum payment from the Company.
Under an agreement entered into with each participant, the supplemental
retirement benefits may be forfeited in the event of certain activity by the
participant not in the best interests of the Company during the three-year
period following termination of

9
12

employment. During the 1999 fiscal year, the amounts accrued by the Company
under the plan to the bookkeeping accounts for the benefit of John P. O'Leary,
Jr., Brian C. Mullins and James H. Brakebill, including accrued interest,
amounted to $27,191, $16,280 and $22,521, respectively.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company's principal bank is Mellon Bank, N.A., of which Jeffery L.
Leininger, a director of the Company, is a Vice Chairman. At August 31, 1999,
the Company was a party to a credit agreement with Mellon Bank, N.A. the (the
"Old Credit Agreement") which provided for a $48,000,000 revolving credit
facility expiring on August 31, 2001 and a $37,000,000 eight year term note
repayable in quarterly installments with final maturity on August 31, 2004. At
August 31, 1999, $38,215,000 was borrowed under the revolving credit facility
and the term note had a remaining outstanding principal balance of $23,125,000.
On September 23, 1999, the Company entered into a credit agreement by and among
the Company, Mellon Bank, N.A. and another bank (the "New Credit Agreement")
which provides for a $45,000,000 revolving credit facility expiring on September
1, 2004 and $45,000,000 in five year term notes repayable in quarterly
installments with final maturity on September 1, 2004. On September 23, 1999,
the Company borrowed $19,030,000 under the revolving credit facility, of which
$12,686,667 was borrowed from Mellon Bank, N.A. and $45,000,000 under the term
notes, of which $30,000,000 was borrowed from Mellon Bank, N.A. From the amounts
borrowed under the New Credit Agreement, the Company repaid all of the amounts
outstanding under the Old Credit Agreement. Pursuant to the terms of the New
Credit Agreement, the Company may choose between various interest rate options
for specified interest periods with respect to amounts borrowed under both the
revolving credit facility and the term notes. Separately, the Company has
entered into interest rate swap, cap and floor agreements with Mellon Bank, N.A.
which had a combined notional value of $33,125,000 at August 31, 1999 in order
to reduce the impact of increases in interest rates on the Company's variable
rate long-term debt.

For information regarding transactions involving Robert W. Kampmeinert and
Harold F. Reed, Jr., directors of the Company, see "Compensation Committee
Interlocks and Insider Participation".

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the 1999 fiscal year, the members of the Compensation Committee were
Robert W. Kampmeinert (Chairman), Thomas S. Blair, Harold F. Reed, Jr. and
Thomas P. Woolaway.

Robert W. Kampmeinert is the Chairman, President and Chief Executive
Officer of Parker/Hunter Incorporated, an investment banking firm which rendered
professional services to the Company during the 1999 fiscal year and will render
professional services to the Company during the 2000 fiscal year.

Harold F. Reed, Jr. is a partner in the law firm of Reed, Luce, Tosh,
Wolford and Douglass which rendered professional services to the Company during
the 1999 fiscal year and will render professional services to the Company during
the 2000 fiscal year. Mr. Reed is also Secretary of the Company.

Thomas P. Woolaway, a co-founder of the Company, was an officer of the
Company from its formation until his retirement in 1994. Mr. Woolaway was the
Chief Operating Officer of the Company at the time of his retirement.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Company's compensation program for its executive officers is
administered by the Compensation Committee of the Board of Directors, all the
members of which are non-employee directors. The program is composed primarily
of cash compensation, consisting of base salary and a bonus, but also includes
non-cash compensation in the form of stock options and accrued supplemental
retirement benefits. As of August 31, 1999, the Company had four executive
officers, each of whom is named in the Summary Compensation Table included in
this Proxy Statement.

Base Salary and Bonus. The base salary and bonus of each executive officer
for each fiscal year is established by the Board of Directors upon the
recommendations by the Committee. Base salary for a fiscal
10
13

year is determined at the end of the preceding fiscal year. Bonuses for a fiscal
year are determined after the financial results for the fiscal year become
available.

Base salaries represent the fixed portion of the executive officers' total
compensation. The base salary of each executive officer depends primarily on the
office and responsibilities of such executive officer. The base salary of David
C. O'Leary was increased more significantly than the base salaries for the other
executive officers in fiscal years 1998 and 1999 as a result of his becoming the
Company's Chief Operating Officer late in fiscal year 1997. Apart from changes
to recognize increases in responsibilities, it is intended that increases in the
base salaries of executive officers reflect the rate of inflation, individual
performance and the Company's profit performance during the preceding fiscal
year. Based on these criteria, the base salaries recommended by the Committee,
and approved by the Board, for the other executive officers, including the Chief
Executive Officer, for the 1999 fiscal year were the same in dollar amount as
the increases in the prior fiscal year. The decision not to increase the amount
was also based in part on the establishment of the Annual Incentive Bonus Plan
(described below) and the grant of stock options under the 1997 Stock Incentive
Plan (also described below).

As to bonuses, the Committee strongly believes that a meaningful portion of
the total compensation of the executive officers should be variable and
determined in a manner that is tied to the profitability of the Company. Prior
to fiscal year 1999, no plan existed which required that bonuses be paid if
certain criteria were met and there was no formula which prescribed the factors
to be considered in awarding bonuses. In general, the Committee considered
financial results and individual performance for a fiscal year in the context of
financial results and individual performance in recent prior fiscal years and
recommended the bonuses of the executive officers on this basis.

Commencing in August 1997, the Committee began considering revision of the
bonus system to provide a more incentive based and target oriented bonus
computation. Thereafter, in November 1997 the Company retained William M.
Mercer, Incorporated, a compensation consultant, to review the Company's
compensation arrangements for senior management. The review was undertaken in
conjunction with a Company reorganization from centralized management to five
divisions determined on a geographical basis, each with a division Vice
President responsible for a group of five to nine manufacturing facilities.
During the remainder of the 1998 fiscal year, Mercer prepared a competitive pay
levels study and recommended an incentive bonus plan which was reviewed in depth
by the Committee. In August 1998, the effort culminated in the adoption of the
Annual Incentive Bonus Plan (the "Plan") with respect to executive officers,
among others. The Plan provides for the establishment of financial targets
expressed in terms of sales growth, return on sales and return on assets and the
payment of bonuses primarily depending on the extent to which the targets are
achieved. The bonuses for the executive officers, including the Chief Executive
Officer, for the 1999 fiscal year were determined primarily by the extent to
which the financial targets established for the 1999 fiscal year were achieved.
While the Committee places significant weight on results calculated under the
Plan, its bonus recommendations for the executive officers may take into account
other factors, principally individual performance. The ultimate responsibility
for determination and approval of bonuses for the executive officers rests with
the Board of Directors.

The Committee does not recommend base salaries or bonuses based on
compensation paid to comparable executives by other companies, although from
time to time the Committee reviews ranges of compensation for executive officers
of manufacturing companies with comparable sales.

Stock Options. The Committee recommends stock option grants to the Board of
Directors. Stock options have been the principal form of long-term compensation
received by the Company's executive officers. The Committee has favored stock
options as a long-term incentive because they match the interests of the
employee-optionholder with those of the shareholders. Any value received by the
employee is tied directly to stock price increases. Stock options have generally
been granted each October following the release of the Company's financial
results for the preceding fiscal year. The number of shares covered by each
stock option grant depends on the optionee's responsibilities with the Company,
as reflected by the optionee's job classification. John P. O'Leary, Jr., by
virtue of his position as Chief Executive Officer, has received stock options
for greater numbers of shares than the other executive officers. In each of
fiscal years 1997 and 1998, Mr. O'Leary was granted a stock option to purchase
15,000 shares of the Company's Common Stock while the other executive officers
were granted stock options for 7,500 shares. The exercise price of these options
is 100% of the fair market value of the Company's Common Stock on the date of
grant, the options became

11
14

exercisable after six months and the options have a ten-year term. The grants
made in fiscal years 1997 and 1998 were made under the Company's 1989 Stock
Incentive Plan (the "1989 Plan"). No further stock options may be granted under
the 1989 Plan.

In October 1997, the Committee recommended that the Board of Directors
adopt, and the Board adopted, the Company's 1997 Stock Incentive Plan (the "1997
Plan"), which was then approved by the Company's shareholders in December 1997.
Under the 1997 Plan, the Board may grant a total of 750,000 shares of the
Company's Common Stock to key employees of the Company and its subsidiaries and
to the Company's non-employee directors. The grants made in fiscal year 1999
were made under the 1997 Plan (see "Compensation of Executive Officers--Option
Grants" in this Proxy Statement). The philosophy of the 1997 Plan includes
promoting the long-term success of the Company by creating a long-term mutuality
of interest between the Company's key employees and non-employee directors and
the Company's shareholders and providing an additional inducement to these
employees to remain with the Company as well as a means through which the
Company may attract and retain high-quality employees. The grants to the
executive officers were made in October 1998 and were substantially as
recommended by William M. Mercer, Incorporated in a report delivered to the
Committee in August 1998. The grants were made in four equal tranches one of
which becomes exercisable three years after the date of grant solely on the
basis of the passage of time. The other three tranches do not vest until seven
years after the date of grant but may become exercisable earlier upon the
achievement of certain increases in the stock price of the Company's Common
Stock (see footnotes 3, 4 and 5 to the table "Option Grants in 1999 Fiscal
Year"). As in prior years, the exercise price of the options is 100% of the fair
market value of the Company's Common Stock on the date of grant and the options
have a ten-year term. Consistent with the intention of the Board and the
Committee that a significant portion of an executive officer's total
compensation be tied to the long-term financial success of the Company and its
shareholders, the grants to the executive officers were significantly larger
than the grants made in prior years. The stock options granted to John P.
O'Leary, Jr. covered significantly more shares than the grants to the other
executive officers. The amounts of options granted combined with the longer
vesting periods and stock price targets were designed to provide meaningful but
reasonable compensation to the executive officers in relation to the rewards
enjoyed by the Company's shareholders. Contemporaneous with the recommendations
made by the Committee in fiscal year 1999, the Committee decided that it would
not necessarily recommend that options be granted to executive officers each
year. The Committee will make a determination each year as to whether or not to
recommend to the Board that options be granted to the executive officers and in
what amounts.

Retirement Benefits. The Company's executive officers will receive
retirement benefits under the Company's individual account defined contribution
pension plan for salaried employees and the Company's Section 401(k) Plan, both
of which are qualified plans under the Internal Revenue Code. In addition,
benefits payable directly by the Company to the Chief Executive Officer and two
of the other executive officers upon retirement are being accrued by the Company
for these individuals in unfunded bookkeeping accounts established under the
Company's supplemental executive retirement plan.

Other. The executive officers may also participate in the Company's Common
Stock Purchase Plan for Salaried Employees which is administered by the
Committee. Certain perquisites and other personal benefits are provided to
certain of the Company's employees, including its executive officers, but, in
the aggregate, they are not significant.

The Committee is aware that the deduction for tax purposes for compensation
paid to the Chief Executive Officer and the other executive officers is limited
to $1 million under Section 162(m) of the Internal Revenue Code and that certain
performance based compensation may be excluded from this limitation. The
Committee has not recommended that any steps be taken to qualify any
compensation for the exclusion because it has not been necessary to do so.

Respectfully submitted,

Robert W. Kampmeinert, Chairman

Thomas S. Blair

Harold F. Reed, Jr.

Thomas P. Woolaway

12
15

SHAREHOLDER RETURN PERFORMANCE GRAPH

The following line graph compares the cumulative total shareholder return
on the Company's Common Stock over the 1995-1999 fiscal years with the
cumulative total return of the Russell 2000 Index and the Dow Jones Containers
and Packaging Industry Group over the same period. The graph assumes a $100
investment on August 31, 1994 in the Company's Common Stock and in each of the
indices and assumes the reinvestment of dividends.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, THE RUSSELL 2000 INDEX
AND THE DOW JONES CONTAINERS AND PACKAGING INDUSTRY GROUP

RUSSELL 2000 DOW JONES
TUSCARORA ------------ CONTAINERS &
INCORPORATED PACKAGING
------------ ------------

'1994' 100.00 100.00 100.00
'1995' 161.00 121.00 114.00
'1996' 158.00 134.00 112.00
'1997' 189.00 173.00 150.00
'1998' 162.00 142.00 115.00
'1999' 140.00 180.00 126.00

RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has appointed Ernst & Young LLP as independent
public accountants to audit the financial statements of the Company and its
subsidiaries for the 2000 fiscal year. Ernst & Young LLP has audited the
financial statements of the Company and its subsidiaries for the 1997 through
1999 fiscal years. Although the appointment of independent public accountants is
not required to be submitted to a vote of the shareholders, the Board believes
that shareholders should participate in the selection of the independent public
accountants through the ratification process.

The Board of Directors recommends a vote for the ratification of the
appointment of Ernst & Young LLP and unless otherwise directed therein, the
proxies solicited by the Board will be voted "for" the ratification of the
appointment of Ernst & Young LLP. In the event the shareholders fail to ratify
the appointment, the Board will consider such vote as a direction to appoint
other independent public accountants for the 2001 fiscal year.

The Board of Directors expects that representatives of Ernst & Young LLP
will be present at the Annual Meeting. The Board understands that while such
representatives do not presently plan to make a statement at the Meeting, they
will be available to respond to appropriate questions.

13
16

VOTE REQUIRED

Under Pennsylvania law, the affirmative vote of a majority of the votes
cast at the Annual Meeting by the holders of the Company's Common Stock voting
in person or represented by proxy and entitled to vote, a quorum being present,
is necessary for the ratification of the appointment of Ernst & Young LLP.
Abstentions from voting by shareholders present in person or represented by
proxy and entitled to vote are not votes cast "for" or "against" the
ratification of the appointment of Ernst & Young LLP and are therefore not
counted in determining whether the required vote has been obtained.

OTHER MATTERS

No business other than that set forth above is expected to come before the
Annual Meeting or any adjournment thereof. Should other business properly come
before the Meeting or any adjournment thereof, the proxy holders will vote upon
the same in their discretion and best judgment.

EXPENSES OF SOLICITATION

The cost of solicitation of proxies for the Annual Meeting will be paid by
the Company. In addition to the solicitation of proxies by mail, the officers
and regular employees of the Company may solicit proxies in person or by
telephone or telegraph. Brokers, banks and other holders of record, either
directly or through an agent, will forward proxy soliciting material and the
Company's Annual Report to Shareholders for the fiscal year ended August 31,
1999 to the beneficial owners of the shares of the Company's Common Stock held
of record by them, and the Company will reimburse such record holders for their
reasonable out-of-pocket expenses incurred in so doing.

2000 SHAREHOLDER PROPOSALS

A proposal submitted by a shareholder for inclusion in the Company's Proxy
Statement for the regular annual meeting of shareholders to be held in 2000 must
be received by the Secretary, Tuscarora Incorporated, 800 Fifth Avenue, New
Brighton, Pennsylvania 15066 on or prior to July 19, 2000. Separately, if the
Company does not receive notice of a matter or proposal intended to be raised at
such annual meeting on or before October 2, 2000, then the persons appointed by
the Board of Directors to act as the proxy holders for such annual meeting will
be allowed to use their discretionary voting authority with respect to such
matter or proposal at such annual meeting.

Information with respect to the written notice and information required to
be provided by a shareholder of record in order to nominate a candidate for
election at an annual meeting of shareholders is contained under the heading
"Election of Directors" in this Proxy Statement.

By Order of the Board of Directors,

Harold F. Reed, Jr.,
Secretary

14
17
PROXY

TUSCARORA INCORPORATED

SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS

PITTSBURGH AIRPORT MARRIOTT, PARKWAY WEST, CORAOPOLIS,
ALLEGHENY COUNTY, PENNSYLVANIA
THURSDAY, DECEMBER 16, 1999, 10:30 A.M., PITTSBURGH TIME

The undersigned shareholder of Tuscarora Incorporated (the "Company")
hereby appoints John P. O'Leary, Jr., Harold F. Reed, Jr. and Brian C. Mullins,
and each of them acting individually, as proxies of the undersigned to vote at
the Annual Meeting of Shareholders of the Company to be held December 16, 1999,
and at all adjournments thereof, all the shares of Common Stock of the Company
which the undersigned may be entitled to vote, on the matters set forth on the
reverse side of this proxy and, in their discretion, upon any other business
which may properly come before the Meeting.

The undersigned shareholder hereby revokes all previous proxies for
the Annual Meeting, acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement, both dated November 16, 1999, and of the Annual Report to
Shareholders for the 1999 fiscal year, and hereby ratifies all that said
proxies may do by virtue hereof.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
SHAREHOLDER. IF NO DIRECTION IS GIVEN, THE SHARES WILL BE VOTED "FOR" ITEMS 1
AND 2.

(Continued, and to be signed, on the other side)

o FOLD AND DETACH HERE o
18

MARK
YOUR VOTES AS
INDICATED IN X
THIS EXAMPLE

Item 1 -- The election of Directors for a three year term expiring at the annual meeting of shareholders in 2002.

FOR WITHHOLD Nominees: Jeffery L. Leininger, David C. O'Leary and Thomas P. Woolaway. A vote FOR includes
ALL NOMINEES AUTHORITY discretionary authority to vote for a substituted nominee if any of the nominees listed becomes
(EXCEPT AS TO VOTE FOR unable to serve or for good cause will not serve. (To withhold authority to vote for any
INDICATED) ALL NOMINEES individual nominee, print that nominee's name on the line below.)

/ / / / _______________________________________________________________________________________________

Item 2 -- The ratification of the appointment of Ernst & Young LLP as independent public accountants
to audit the financial statements of the Company and its subsidiaries for the 2000 fiscal year.

FOR AGAINST ABSTAIN

/ / / / / /

PLEASE DATE AND SIGN BELOW EXACTLY AS YOUR NAME APPEARS ON THIS
CARD. IF YOU ARE ACTING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, GUARDIAN
OR TRUSTEE, PLEASE SO INDICATE WITH YOUR FULL TITLE WHEN SIGNING.
CORPORATE HOLDERS SHOULD SIGN IN FULL CORPORATE NAME BY DULY
AUTHORIZED OFFICER. IF SHARES ARE HELD JOINTLY, EACH SHAREHOLDER NAMED
SHOULD SIGN.

DATED ________________________________________________________, 1999

____________________________________________________________________

____________________________________________________________________
WITH RESPECT TO THE ANNUAL MEETING
I/WE WILL ATTEND _____ I/WE WILL NOT ATTEND _____

o FOLD AND DETACH HERE o

PLEASE INDICATE IN THE SPACE PROVIDED ABOVE
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.

YOU ARE URGED TO PROMPTLY RETURN THIS PROXY IN THE ENCLOSED ENVELOPE WHETHER OR
NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON SO THAT YOUR SHARES MAY
BE VOTED IN ACCORDANCE WITH YOUR WISES AND IN ORDER THAT THE PRESENCE OF A
QUORUM MAY BE ASSURED AT THE MEETING.
19
November 16, 1999

TO: Participants in the Tuscarora Incorporated
Common Stock Purchase Plan for Salaried Employees

Dear Participant:

In accordance with Section 12 of the Tuscarora Incorporated Common Stock
Purchase Plan for Salaried Employees (the "Plan"), Mellon Bank, N.A., as record
holder of the shares of Common Stock of Tuscarora Incorporated ("Tuscarora") in
which you have a beneficial interest under the Plan, will vote your shares at
the Annual Meeting of Shareholders of Tuscarora to be held on December 16,
1999, and at any adjournment thereof, in accordance with your written
direction. Enclosed are the Notice of Annual Meeting and Proxy Statement, both
dated November 16, 1999, and the Annual Report to Shareholders for the 1999
fiscal year.

If you wish to instruct us in the voting of your shares, you may sign on the
reverse side exactly as your name appears thereon and date and return this card
in the enclosed envelope. By doing so, you are directing us to execute and file
a proxy IN THE FORM SOLICITED BY THE BOARD OF DIRECTORS OF TUSCARORA,
authorizing the proxies therein appointed to vote your shares at the Annual
Meeting on the matters set forth on the reverse side and, in their discretion,
upon any other business which may properly come before the Annual Meeting. The
Board of Directors of Tuscarora recommends a vote FOR Items 1 and 2 and your
shares will be so voted unless you otherwise indicate.

MELLON BANK, N.A.

(Continued, and to be signed, on the other side)

o FOLD AND DETACH HERE o
20

MARK
YOUR VOTES AS
INDICATED IN X
THIS EXAMPLE

Item 1 -- The election of Directors for a three year term expiring at the annual meeting of shareholders in 2002.

/ / / / _______________________________________________________________________________________________

Item 2 -- The ratification of the appointment of Ernst & Young LLP as independent public accountants
to audit the financial statements of the Company and its subsidiaries for the 2000 fiscal year.

FOR AGAINST ABSTAIN

/ / / / / /

PLEASE DATE AND SIGN BELOW EXACTLY AS YOUR NAME APPEARS ON THIS
CARD. IF SHARES ARE HELD JOINTLY, EACH SHAREHOLDER NAMED
SHOULD SIGN.

DATED ________________________________________________________, 1999

____________________________________________________________________

o FOLD AND DETACH HERE o

YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE, DATE AND SIGN THE ABOVE PROXY
CARD AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.