SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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 Rule 14a-11(c) or Rule 14a-12

PLASTI-LINE, INC.
- --------------------------------------------------------------------------------
(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):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 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.

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2

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P.O. Box 59043
Knoxville, Tennessee 37950-9043
(615) 938-1511

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD ON
APRIL 18, 1995

To the Stockholders of
Plasti-Line, Inc.:

The Annual Meeting of the Stockholders of Plasti-Line, Inc. (the "Company")
will be held at the principal executive offices of Plasti-Line, Inc., 623 E.
Emory Road, Knoxville, Tennessee 37950-9043, on Tuesday, April 18, 1995 at
11 a.m., local time, for the following purposes:

1. To elect directors to a one year term;
2. To consider and vote upon a proposal to adopt and approve the
1995 Plasti-Line, Inc. Equity Compensation Plan for
Non-Employee Directors; and
3. To transact any other business as may come before the Annual
Meeting.

Only stockholders of record at the close of business on March 14, 1995 will be
entitled to notice of and to vote at the Annual Meeting and at any adjournment
of the Annual Meeting.

By Order of the Board of Directors

Mark J. Deuschle
March 21, 1995 Vice President of Finance
Knoxville, Tennessee Secretary

TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE COMPLETE, SIGN AND
DATE THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED
PRE-ADDRESSED ENVELOPE.

PLASTI-LINE, INC.
P.O. BOX 59043
KNOXVILLE, TENNESSEE 37950-9043

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
APRIL 18, 1995

GENERAL INFORMATION

Your proxy is being solicited by the Board of Directors of Plasti-Line, Inc.
(the "Company") for use at the Annual Meeting of Stockholders (the "Annual
Meeting") to be held at the principal executive offices of Plasti-Line, Inc.
623 E. Emory Road, Knoxville, Tennessee 37950-9043, on Tuesday, April 18,
1995 at 11 a.m., local time and at any reconvened meeting following adjournment
thereof. A stockholder who submits a proxy pursuant to this solicitation may
revoke it at any time before it is voted. A proxy may be revoked (i) by the
delivery of a letter to the Secretary of the Company at the Company's address
set forth above, (ii) by a subsequent proxy executed by the person executing
the prior proxy and presented at the Annual Meeting prior to commencement of
voting on any matter, or (iii) by attending the Annual Meeting and voting in
person. The approximate date of the mailing of this proxy material to
stockholders is March 21, 1995.

At the close of business on March 14, 1995, the record date for the Annual
Meeting (the "Record Date"), the Company had issued and outstanding 3,684,286
shares of common stock, $.001 par value per share. Only holders of Common
Stock of record on the Record Date are entitled to notice of and to vote at the
Annual Meeting or any adjournment thereof. Stockholders are not entitled to
cumulate votes in electing directors. Each share of Common Stock is entitled
to one vote. A quorum for the purposes of the annual meeting shall consist of
the holders, present in person or proxy, of a majority of the shares of Common
Stock issued and outstanding and entitled to vote.

ITEM 1:
ELECTION OF DIRECTORS

The election of the nominees for director listed below requires a plurality of
the votes cast at the Annual Meeting, provided that a quorum is present. With
respect to the election of directors, withholding authority to vote with
respect to one or more nominees and broker non-votes will have no effect on the
outcome of the election, although such shares would be counted as present for
purposes of determining the existence of a quorum. A broker non-vote occurs
when a nominee holding shares for a beneficial owner votes with respect to at
least one proposal but does not vote on other proposals because the nominee
does not have discretionary voting power with respect to such other proposal(s)
and has not received voting instructions from the beneficial owner.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
THE ELECTION OF ALL OF THE NOMINEES. PROXIES RECEIVED BY THE
BOARD OF DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY
IN THEIR PROXIES A CONTRARY CHOICE.

NOMINEES

At the Annual Meeting, the stockholders are being asked to vote on the election
of nine directors to hold office until the 1996 Annual Meeting of Stockholders
and until their successors are duly elected and qualified. John F. Daly who
has served as a director since 1985 is retiring as a director. The following
table lists the Company's nominees for election as directors and shows certain
information concerning each nominee. All of the nominees for director of the
Company were elected at the 1994 Annual Meeting of Stockholders with the
exception of H. Mitchell Watson, Jr., who was appointed a director by the Board
of Directors in October 1994, and Donald F. Johnstone, who stands for election
for an initial term as a director.

DIRECTOR NAME AGE DIRECTOR SINCE
------------- --- --------------
Richard A. Banfield 53 1989
Howard L. Clark, Jr. 51 1993
James G. Hanes, III 51 1980
James A. Haslam, III 41 1991
Donald F. Johnstone 64 First time nominee
James R. Martin 51 1980
J. Hoyle Rymer 50 1987
James F. Smith, Jr. 65 1983
H. Mitchell Watson, Jr. 57 1994

The following is a summary of the principal business associations of the
Company's nominees for director.

RICHARD A. BANFIELD has been the President and Chief Operating Officer of the
Company since June 1992. From 1989 to June 1992 he was the Vice President and
General Manager of the Automotive Systems Group and a Vice President of Johnson
Controls, Inc., a manufacturer of automotive seating and components.

HOWARD L. CLARK, JR. has been the Vice Chairman of Lehman Brothers, Inc. since
January 1993. From January 1990 to January 1993, he was Chairman and Chief
Executive Officer of Shearson Lehman Brothers Holdings, Inc. He was Executive
Vice President and Chief Financial Officer of American Express Company from
September 1985 to January 1990. Mr. Clark also serves as a director of Fund
American Enterprises Holdings, Inc. and Maytag Corporation.

JAMES G. HANES, III, is a private investor.

JAMES A. HASLAM, III, is a the Executive Vice President of Pilot Corporation,
and has been employed in various capacities by Pilot Corporation for over 15
years. Pilot, founded in 1958 by James A. Haslam, II, is a national chain of
100 convenience stores and "Travel Centers" located in 25 states, operated from
it headquarters office in Knoxville, Tennessee. Mr. Haslam has also served as
a director of First American National Bank of Knoxville, a wholly-owned
subsidiary of First American Corporation, since 1985.

DONALD F. JOHNSTONE has been the President and Chief Executive Officer of
Whittle Communications L.P., an advertising and communications company since
March 1994. From January 1990 to March 1994 he was President and Chief
Executive Office of Philips Consumer Electronics Company, a manufacturer and
marketer of audio and video products. Prior to January 1990, Mr. Johnstone
served in sales and marketing capacities and as a division general manager for
General Electric.

JAMES R. MARTIN has been the Chairman of the Board and Chief Executive Officer
of the Company since June 1992. He was President of the Company from 1980 to
June 1992 and has been the Company's principal stockholder since 1980. He is a
director of First American Corporation, a bank holding company in Nashville,
Tennessee.

J. HOYLE RYMER is a director of Dorsey Trailers, Inc. Mr. Rymer is also a
director of First American Bank of Cleveland, a wholly-owned subsidiary of
First American Corporation. Since July 1989, he has been the President of JHR
Co., an investment company. For the previous five years, until his retirement
in October 1988, he was President of Magic Chef Co., a division of Maytag, Inc.

JAMES F. SMITH, JR. has been a director of First American Corporation, a bank
holding company, since November 1983. He was President, Chairman of the Board
and Chief Executive Officer of First American Corporation from May 1990 until
February 1991. From February 1991 to December 1992 he served as Chairman of
the Board of First American Corporation. He continued to serve as a
non-employee Chairman of the Board of First American Corporation until December
1994. He also served as Chairman of the Board and Chief Executive Officer of
First American National Bank of Knoxville, Tennessee from 1983 until December
1989, when it was merged with First American National Bank, Nashville,
Tennessee.

H. MITCHELL WATSON, JR. has been the President of Sigma Group of America, a
consulting company, since June 1992. From 1989 to June 1992, Mr. Watson was
President and Chief Executive Officer of Rolm Co., a joint venture between
International Business Machines, Inc. and Siemen's AG. Mr. Watson is also a
retired Vice President of International Business Machines, Inc.

DIRECTORS' MEETINGS AND COMPENSATION

During the fiscal year ended January 1, 1995 ("fiscal 1994"), the Company's
Board of Directors met five times, the Audit Committee met twice, the
Compensation Committee met twice, the Executive Committee met seven times, and
the Nominating Committee met once. Each of the incumbent directors attended at
least 75% of the aggregate number of all meetings of the Board and the
committees on which he served.

The Executive Committee has the power to act during intervals between meetings
of the Board on all matters permitted to be delegated to an executive committee
by Tennessee law. The Executive Committee also advises the Board on, and
monitors, the strategic business and financial planning of the Company. The
Executive Committee consists of Mr. Daly (Chairman), Mr. Haslam, Mr. Martin,
and Mr. Smith.

The Audit Committee reviews the Company's internal accounting and financial
controls and the selection of the Company's independent accountants. It also
reviews with the independent accountants the scope and results of the annual
audit and the Company's reporting systems and practices and makes
recommendations to the Board of Directors with respect to any or all of the
foregoing. The Audit Committee consists of Mr. Smith (Chairman), Mr. Daly,
Mr. Hanes, and Mr. Haslam.

The Compensation Committee reviews and recommends to the Board of Directors the
remuneration (including salary, bonus and other benefits) to be paid or made
available to officers and key employees of the Company and reviews benefit
programs available to all company employees. The Compensation Committee
consists of Mr. Clark (Chairman), Mr. Daly, Mr. Haslam, and Mr. Rymer.

The Nominating Committee reviews and recommends to the Board of Directors
candidates to join the Board when vacancies exist. The Nominating Committee
does not accept recommendations of nominees for the Board of Directors from
stockholders. The Nominating Committee consists of Mr. Rymer (Chairman), Mr.
Daly, and Mr. Martin.

In fiscal 1994, the Chairman of the Audit Committee earned $16,000, the
Chairman of the Executive Committee earned $26,000, and the Chairman of the
Compensation Committee and Nominating Committee each earned $14,000
respectively, for serving as directors and in such capacities. All other
directors of the Company who served a full year earned $10,000. During 1994,
pursuant to the Company's 1991 Stock Incentive Program, each non-employee
director was awarded nonqualified, immediately exercisable stock options to
purchase 500 common shares at an exercise price of $8.00 per share (except Mr.
Watson's grant of 2,500 shares vesting after two years of service as a director
which has an exercise price of $6.25 per share) at any time during the ten year
period following the date of grant.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Under the federal securities laws, the Company's directors, its executive
officers, and any persons holding more than ten percent of the Company's Common
Stock are required to report their initial ownership of the Company's Common
Stock and any subsequent changes in that ownership to the Securities and
Exchange Commission (the "Commission"). Specific due dates for these reports
have been established, and the Company is required to disclose in this proxy
statement any failure to file by these dates. During the fiscal year ended
January 1, 1995, all Section 16(a) filing requirements applicable to directors,
executive officers and greater than ten percent beneficial owners of the
Company were complied with by such persons. In making this disclosure, the
Company has relied solely on written representations of its directors,
executive officers and its ten percent holders and copies of the reports that
they have filed with the Commission.

EXECUTIVE COMPENSATION

The following is the Summary Compensation Table for compensation earned during
the 1992, 1993 and 1994 fiscal years by the Chief Executive Officer and all
executive officers of the Company whose total annual salary and bonus in
connection with the Company's 1994 fiscal year were in excess of $100,000 (for
the purposes of this and the following tables and discussion concerning
executive compensation, such officers shall be referred to as the "Named
Executive Officers").

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------------- -----------------------
SECURITIES
NAME AND PRINCIPAL OTHER ANNUAL RESTRICTED STOCK UNDERLYING ALL OTHER
POSITION YEAR SALARY($) BONUS($) COMPENSATION($) AWARDED($)(1) OPTIONS(#) COMPENSATION($)(3)
- -------- ---- --------- -------- --------------- ---------------- ---------- ------------------

James R. Martin 1994 250,000 - - - - 2,249
Chairman and Chief 1993 250,000 - - - - 9,150
Executive Officer 1992 237,844 118,922 - - 25,000 7,237

Richard A. Banfield 1994 235,000 - - - - 2,249
President and Chief 1993 235,000 - 53,926 (5) - 5,000 6,901
Operating Officer 1992 123,558 (2) 70,500 - 169,673 20,000 (4) -

C. Wayne Morris 1994 153,666 - - - - 2,249
Sr. Vice President- 1993 149,000 - - - 2,000 7,095
Marketing 1992 149,000 39,113 - 20,000 - 5,656

(1) The value of the restricted stock awards was determined by multiplying
the closing price of the Company's Common Stock on the date of grant by
the number of shares awarded net of any consideration paid by the Named
Executive Officer for such shares. The number and aggregate value of
restricted stock holdings of the Named Executive Officers (excluding Mr.
Martin who holds no restricted stock) at January 1, 1995 were: for Mr.
Banfield 33,750 shares with an aggregate value of $203,425 and for Mr.
Morris 20,000 shares with an aggregate value of $124,990. Restricted stock
awards that vest over two years were granted on April 16, 1992 to Mr.
Morris (10,000 shares). In addition, Mr. Banfield was awarded 18,750
shares on June 29, 1992 that vest in two years. Dividends, if paid on the
Company's Common Stock, will be paid on the restricted stock reported in
this column.

(2) Mr. Banfield was first employed as an executive officer of the Company as
of June 22, 1992. Plasti-Line has an employment agreement with Mr. Banfield
that extends until June 22, 1995 and the annual salary under this agreement
is $235,000 (the "Salary"). Mr. Banfield would have earned a base salary
for fiscal year 1992 equal to the Salary had he been employed as the
President and Chief Operating Officer for all of 1992. In the discretion
of the Board of Directors, the Salary may be increased during the term of
the agreement. If terminated prior to June 22, 1995 by the Company under
circumstances not involving cause, the Company would be obligated to pay
Mr. Banfield as follows: a) for termination prior to June 22, 1993,

the Salary for two years from the date of termination; b) for termination
between June 22, 1993 and June 22, 1994, the Salary for the period between
the termination date and June 22, 1995; c) for termination after June 22,
1994, the Salary for one year. Upon termination of employment, Mr.
Banfield is obligated not to engage in specific competitive activities for
a period ending the longer of (i) one year from termination, or (ii) the
period of time after termination the Company is required to pay
compensation to Mr. Banfield.

(3) Amounts of "All Other Compensation" reflect the Company's matching
contributions pursuant to Plasti-Line's 401(k) savings plan and the
Company's contribution for the Named Executive Officers into the Company's
Profit Sharing Plan as follows:

401(K) PROFIT SHARING
------ --------------
1994 1993 1992 1994 1993 1992
---- ---- ---- ---- ---- ----

Mr. Banfield 2,249 - - - 6,901 -
Mr. Martin 2,249 2,249 2,182 - 6,901 5,055
Mr. Morris 2,249 2,249 2,182 - 4,846 3,474

(4) In addition to the options shown, Mr. Banfield received options in 1992
which were issued pursuant to the Director Plan of the 1991 Stock Incentive
Program prior to Mr. Banfield's employment by the Company. Mr. Banfield
received 500 of such options during 1992.

(5) Mr. Banfield was compensated in 1993 for his relocation to the Knoxville
area in the amount of $53,926.

Shown below is information with respect to the unexercised options to purchase
the Company's Common Stock in fiscal 1994 and prior years under the 1991 Stock
Incentive Program granted to the Named Executive Officers and held by them as
of January 1, 1995. The Named Executive Officers did not exercise any options
to purchase the Company's Common Stock during fiscal 1994.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND OPTION VALUES AT JANUARY 1, 1995

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT JANUARY 1, 1995(#) OPTIONS AT JANUARY 1, 1995($)(1)
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------

James R. Martin 25,000 - - -
Richard A. Banfield 14,250 13,750 - -
C. Wayne Morris 500 1,500 - -

(1) No options held by Named Executive Officers were in-the-money at January
1, 1995.

COMPENSATION COMMITTEE REPORT

As members of the Compensation Committee (the "Committee"), it is our duty to
administer the Company's various incentive plans, including its stock incentive
plan and its annual incentive plans. In addition, we review compensation
levels of members of management, evaluate the performance of management, and
consider management succession and related matters. The Committee reviews with
the Board in detail all aspects of compensation for the Company's executive
officers.

The compensation policy of the Company, which is endorsed by the Committee, is
that a substantial portion of the annual compensation of each executive officer
relates to, and must be contingent upon, the performance of the Company, as
well as the individual contribution of each executive officer. The Committee
believes that by emphasizing performance based compensation it will encourage
the Company's management to act in concert with the interests of the Company's
stockholders. As a result, much of an executive officer's compensation is "at
risk" in the form of annual incentive compensation which, at maximum levels,
ranges from 67.5% to 112.5% of an executive officer's annual cash salary. The
Committee also seeks to align the interests of the Company's executive officers
with the interests of its stockholders by making grants under the Company's
1991 Stock Incentive Program (the "1991 Program"). The Committee has not yet
adopted a policy responding to Section 162(m) of the Internal Revenue Code,
which disallows the deduction of certain annual compensation in excess of
$1,000,000 paid to certain executive

officers of the Company, since no executive officers are expected to have
compensation which exceeds the applicable cap in fiscal 1995.

The Company through the actions of the Committee granted three types of
compensation to the Company's officers during fiscal year 1994: (i) base
salary, (ii) long term benefits in the form of grants of under the 1991
Program, and (iii) various other benefits relating to, for example, medical
expenses. In addition, the Committee authorized the payment of annual
incentive compensation to the Company's executive officers if the Company met
certain specified levels of performance. No executive officers received any
annual incentive compensation in connection with fiscal 1994.

In setting the base annual salaries of the officers of the Company in 1994 and
prior years, the Committee, with the assistance of the Company's Chief
Executive Officer as to all officers other than himself, considers the
following factors: The Committee's review of the overall performance of the
Company, the officers' salary in prior year(s), the officers' level of
responsibility, the officers' level of performance, and the Committee's
perception of the level of compensation paid by other similarly situated
companies. The Committee's review of the foregoing factors was subjective and
the Committee assigned no fixed value or weight to any of the factors when
making its decisions regarding base salary.

The Committee then reviews and sets each officer's salary at a level that both
reflects the Committee's desire that a substantial portion of each officer's
compensation be "at risk" in the form of an annual incentive tied to
performance, and its evaluation of the other factors set forth in this
paragraph. Mr. Banfield's salary must be at least $235,000 pursuant to the
terms of his employment agreement.

At the beginning of 1994, the Committee reviewed and continued the annual base
salary of the Company's Chief Executive Officer, Mr. Martin, at $250,000 based
upon the factors set forth above.

In addition to base salary, the Company, under the Committee's direction,
awards its executive officers annual incentives pursuant to incentive plans
adopted each year. The Company's 1994 annual incentive plan was based upon the
attainment of goals set by the Committee with the assistance of Mr. Martin
relating to (i) the Company's return on net assets (the "RONA"), (ii) the
Company's average days of inventory ("Inventory Days"), (iii) the Company's
responsiveness to customers ("Customer Service Percentage"), and (iv)
personalized objectives for each eligible officer/employee of the Company based
on each participant's level of responsibility, prior experience, and other
individualized factors (the "personal objective"). Each participating
executive officer was to be awarded a percentage of his or her base salary
ranging from 25% or 50% based on his or her level of responsibility (Mr. Martin
was the only officer at the 50% level) multiplied by a percentage based upon a
comparison of the goals set by the Committee to the Company's actual RONA,
Inventory Days, and Customer Service Percentage and the officer's actual level
of performance. In connection with the 1994 fiscal year, Mr. Martin could have

earned a maximum of 112. 5% of his base salary as an annual incentive payment.
Irrespective of whether an executive officer met his or her personal objectives
or whether the Company met the goals set for Inventory Days or the Customer
Service Percentage, attainment of a certain percentage of the RONA goal by the
Company was a threshold requirement before any annual incentive payments could
be earned. The Company did not meet the required threshold percentage of its
RONA goal in 1994 which resulted in no annual incentive payments being made to
any executive officers of the Company, including Mr. Martin.

The Committee also provides long-term compensation to the Company's executive
officers (including the Named Executive Officers) of the Company pursuant to
the Company's 1991 Program. The Committee chose to award the Company's
executive officers stock options under the 1991 Program in 1994 based upon the
Committee's consideration of the executive officers' responsibilities and
relative position in the Company, the individual performance of the executive
officers, and the Committee's review of the overall performance of the Company.
The Committee's review of the foregoing factors was subjective and the
Committee assigned no fixed value or weight to any of the factors when making
its decisions regarding grants under the 1991 Program.

The Company also provides compensation to its executive officers in the form of
certain other benefit plans. The executive officers' and Mr. Martin's
participation in these plans are unaffected by the economic performance of the
Company. In 1994, these plans included medical benefit plans open to all of
the Company's employees and certain other plans described briefly below.

The Company maintains a 401(k) Pre-Tax Savings Plan (the "Savings Plan") for
salaried employees. Under the Savings Plan, each participant may elect to
defer from one to twelve percent of the participant's annual compensation,
which amount is then credited to the participant's individual account. In
addition, out of its current or accumulated net income, the Company must make
an annual matching contribution to the account of each participant who is an
employee of the Company as of the end of each calendar year. This matching
contribution is equal to one-quarter of the first six percent of the
compensation deferred by each participant. Company matching contributions and
any earnings thereon vest after four years of service.

The Company's Profit Sharing Plan (the "Profit Sharing Plan") is available to
all salaried employees of the Company who have completed one year of service
during which they have worked one thousand hours. The Company must make annual
contributions to the Profit Sharing Plan out of its current or accumulated net
income in an amount set by the Board, which amount may not be less than three
percent of the Company's net income for the calendar year with respect to which
the contribution is being made. The Company's annual plan contribution may not
exceed either the maximum amount which is deductible for federal income tax
purposes or the maximum allowable plan contribution under the Internal Revenue
Code of 1986. The Company's annual contributions are allocated to
participants' accounts under a formula based on compensation.

Each participant's allocated amount under the Profit Sharing Plan becomes one
hundred percent vested after four years of service.

The Company also provides a supplemental medical plan for certain executive
officers, including Mr. Martin, that pays each of them up to $3,000 annually
for medical expenses not covered by the Company's other medical insurance
plans.

No member of the Committee is a former or current officer or employee of the
Company or any of its subsidiaries.

Compensation Committee:

John F. Daly J. Hoyle Rymer
Howard L. Clark, Jr. James A. Haslam, III

COMPARISON FOR FIVE YEAR CUMULATIVE TOTAL RETURN FOR PLASTI-LINE, INC.

[GRAPH]

* Assumes $100 invested on January 1, 1990 in Plasti-Line, Inc. Common Stock,
NASDAQ Stock Market (U.S. Companies) and NASDAQ Non-Financial Stocks and that
all dividends were reinvested.

The following represents the data points plotted on the graph above:

FISCAL YEAR ENDED
TOTAL RETURNS ----------------------------------------------------------------------------
INDEX FOR 12/29/89 12/31/90 12/31/91 12/31/92 12/31/93 12/30/94
- --------- -------- -------- -------- -------- -------- --------

Plasti-Line, Inc. 100.0 55.0 40.0 82.5 108.8 52.5
Nasdaq Stock
Market 100.0 84.9 136.3 158.6 180.9 176.9
Nasdaq Non-
Financial Stocks 100.0 88.0 141.7 154.9 177.6 170.3

TRANSACTIONS WITH MANAGEMENT

During fiscal 1994, the Company paid an aggregate of $144,000 in interest and
service charges to First American National Bank of Knoxville, Tennessee ("First
American"), of which Mr. Haslam, a director of the Company, is a director. The
bank is a subsidiary of First American Corporation of which Mr. Smith and Mr.
Martin are directors. The interest was paid with respect to borrowings under
the Company's revolving loan agreement which ranged from $0 to $4,004,475
during the 1994 fiscal year. At March 16, 1995, the principal amount
outstanding under this revolving loan agreement was $2,289,000. First American
is the principal depository of funds of the Company and provides other banking
services to the Company.

BENEFICIAL OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL
STOCKHOLDERS

The following table sets forth information with respect to beneficial ownership
of the Common Stock by each director, each nominee for director, each Named
Executive Officer, all directors and executive officers as a group, and
beneficial owners of more than 5% of the Common Stock as of the Record Date.

AMOUNT OF STOCK PERCENTAGE OF
NAME BENEFICIALLY OWNED(1) COMMON STOCK(2)
- ---- --------------------- ---------------

James R. Martin (3) 1,766,519 (4) 47.6%
James G. Hanes, III (5) 218,925 (6)(7) 5.9%
Richard A. Banfield 48,000 (8) 1.3%
John F. Daly 27,750 (9)
James F. Smith, Jr. 24,250 (6)
C. Wayne Morris 20,500 (10) -
J. Hoyle Rymer 14,000 (6) -
James A. Haslam, III 10,500 (11) -
Howard L. Clark, Jr. 2,000 -
H. Mitchell Watson, Jr. - -
Donald F. Johnstone - -

All directors, nominees for
director and executive officers 2,154,794 (12) 57.5%
as a group (13 persons)

SoGen International Fund, Inc./
Societe General Asset Management 264,600 (13) 7.2%
Corp.

(1) Except as provided below, the person named has sole voting and investment
power with respect to all shares shown.
(2) Percentages less than 1% not shown.
(3) Business address of beneficial owner: P.O. Box 9043, Knoxville,
Tennessee 37950-9043.
(4) Includes 167,086 shares held in Martin Children's Trust of which Mr.
Martin, as sole trustee, has sole investment and voting power. Also
includes options to purchase 25,000 shares which are immediately
exercisable. Excluded from the shares indicated as being owned by Mr.
Martin are 150,800 shares in which Mr. Martin disclaims beneficial
ownership. Of such 150,800 shares, 113,500 shares are owned by the
Martin Family Trust, 8,900 are shares owned by Julia Martin's Trust, and
8,900 are shares owned by Justin Martin's Trust (James G. Hanes, III is
trustee of each of the foregoing trusts), and 19,500 shares are owned in
equal parts by Mr. Martin's children, Julia A. and Justin J. Martin. Mr.
Martin does not have any voting or investment power with respect to such
150,800 shares.
(5) Business address of beneficial owner: 480 Shepherd St., Winston-Salem,
North Carolina 27103.

13
16

(6) Includes options to purchase 4,000 shares of Common Stock which are
immediately exercisable.
(7) Includes 113,500 shares held in Martin Family Trust, 8,900 shares held in
Julia Martin's Trust and 8,900 shares held in Justin Martin's Trust over
which Mr. Hanes, as sole trustee of each of the foregoing trusts, has
sole investment and voting power. Also includes 26,448 shares held
indirectly for Mr. Hanes' children.
(8) Includes options to purchase 14,250 shares of Common Stock which are
immediately exercisable.
(9) Includes options to purchase 1,500 shares of Common Stock which are
immediately exercisable.
(10) Includes options to purchase 500 shares of Common Stock which are
immediately exercisable.
(11) Includes options to purchase 3,500 shares of Common Stock which are
immediately exercisable.
(12) Includes options to purchase 62,000 shares of Common Stock which are
immediately exercisable.
(13) SoGen International Fund, Inc. (the "Fund"), beneficially owns 264,600
shares of Common Stock. Societe Generale Asset Management Corp. in its
role as "Advisor" to the Fund, may be deemed to be a beneficial owner of
such shares. The principal business offices of the Fund and the Adviser
are located at 50 Rockefeller Plaza, New York, New York 10020. The
Company has relied solely on a Schedule 13G filed on February 15, 1995
by the Fund with the Securities and Exchange Commission for the
information above. The Company makes no representation as to the
accuracy or completeness of the information reported regarding the Fund
and the Advisor.

ITEM 2: ADOPTION AND APPROVAL OF THE 1995 PLASTI-LINE, INC. EQUITY
COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

The adoption and approval of the 1995 Plasti-Line, Inc. Equity Compensation
Plan for Non-Employee Directors (the "Plan"), pursuant to the terms of the
Plan, requires the vote of a majority of the shares of the outstanding Common
Stock of the Company. With respect to the proposal to adopt and approve the
Plan, abstentions and broker non-votes will be counted as part of the requisite
number of base votes to be used in determining if the proposals have received
the requisite number of votes for approval, and will have the same effect as a
vote "against" such proposals.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ADOPTION AND
APPROVAL OF THE 1995 PLASTI-LINE, INC. EQUITY COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS. PROXIES RECEIVED BY THE BOARD OF DIRECTORS WILL BE SO
VOTED UNLESS THE STOCKHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY CHOICE.

14
17

On December 13, 1994, the Board of Directors adopted the Plan, subject to
stockholder approval at the Annual Meeting. The Plan and the issuance of
shares of Common Stock of the Company under the Plan are conditioned upon the
Plan's approval by the holders of a majority of the shares of the Common Stock
of the Company. If approved by the stockholders, the Plan will be deemed to be
effective as of January 1, 1995. The following is a summary of provisions of
the Plan, which summary is qualified in its entirety by reference to the Plan.
A copy of the Plan will be furnished to any stockholder of the Company upon
written request made to the Secretary of the Company at the Company's address
on page one of this Proxy Statement.

The Plan is intended to encourage non-employee directors of the Company to own
more shares of the Company's Common Stock and thereby to align their interests
more closely with the interests of the other stockholders of the Company, to
encourage the highest level of non-employee director performance by providing
such directors with a direct interest in the Company's attainment of its
financial goals, and to provide a financial incentive that will help attract
and retain the most qualified non-employee directors.

The Plan provides that a maximum of 150,000 shares of the Company's Common
Stock shall be reserved and made available for issuance thereunder. If the
Company shall at any time increase or decrease the number of its outstanding
shares of Common Stock or change in any way the rights and privileges of such
shares payable in Common Stock, or through a stock split, subdivision,
consolidation, combination, reclassification or capitalization involving the
Common Stock, the remaining number of shares of Common Stock as to which awards
may be granted under the Plan shall be increased, deceased or changed in like
manner as if they had been issued and outstanding at the time of such
occurrence. In addition, the Committee may adjust the number of shares
available for grant under the Plan upon the occurrence of any other event
involving the Common Stock of the Company which the Committee determines
equitably requires such action.

All directors of the Company who are neither officers nor employees of the
Company are eligible to participate in the Plan. Beginning in 1995, each
participant in the Plan shall receive fifty percent (50%) of the value of his
fees for serving as a director of the Company in the form of stock awards under
the Plan instead of cash. Stock awards under the Plan shall be made as of the
last business day prior to each payment of a participant's director fees. The
total number of shares of Common Stock included in each such stock award shall
be determined by dividing the amount of the participant's fee that is to be
paid in Common Stock by the fair market value of a share of Common Stock on
the date of grant. Shares of Common Stock received by a participant under the
Plan may not be transferred or otherwise disposed of until at least six months
after the date of grant.

PLAN ADMINISTRATION. The Plan will be administered by the Compensation
Committee. The Compensation Committee, however, has no authority, discretion
or power (i) to select the participants who will receive awards under the Plan,
(ii) to determine the awards to be granted pursuant to the Plan, the number of
shares of Common Stock to be issued under each award under

the plan or the time at which such awards are to be granted, (iii) to establish
the nature of the awards under the Plan, or (iv) to alter any other terms or
conditions specified in the Plan.

AMENDMENT, TERMINATION The Board of Directors may at any time terminate, and
from time to time amend or modify, the Plan, provided that no amendment or
modification shall be made more than once every six months, other than to
comport with changes in the Internal Revenue Code, the Employee Retirement
Income Security Act of 1974, as amended, or the rules and regulations
promulgated thereunder. Amendments to the Plan shall be submitted to the
stockholders for approval when such approval is required under any applicable
statutory requirements such as Rule 16b-3 under the Securities Exchange Act of
1934.

BENEFITS TO DIRECTORS The employees and executive officers of the Company are
not entitled to participate in the Plan. It is not currently possible to
determine the number of shares of Common Stock that will be received by each
participant in the Plan. If the Plan had been in effect during the Company's
1994 fiscal year, each participant would have received the following number of
shares of Common Stock.

NAME OF DIRECTORS NUMBER OF SHARES
----------------- ----------------
Howard L. Clark, Jr. 1,101
John F. Daly 2,045
James G. Hanes, III 786
James A. Haslam, III 786
J. Hoyle Rymer 1,101
James F. Smith, Jr. 1,259
H. Mitchell Watson, Jr. 156

Non-Executive Officer Directors as a Group 7,234

ADDITIONAL INFORMATION

AUDITORS

The Board of Directors has not yet selected auditors for the 1995 fiscal year.
The Company is satisfied with the accounting and audit services performed by
its current auditors. However, as part of the Company's ongoing cost control
efforts, management may solicit proposals for such services from other
accounting firms as well as its current auditors. Management will make a
recommendation to the Audit Committee as to the appointment of auditors.

Coopers & Lybrand is the accounting firm which examined and reported on the
Company's financial statements for the last fiscal year. It is expected that
representatives of that firm will be

present at the meeting to answer questions directed to them. If
representatives of Coopers & Lybrand attend the meeting, they will have the
opportunity to make a statement if they desire.

PROPOSALS OF STOCKHOLDERS

All proposals of stockholders intended to be presented at the Company's 1996
Annual Meeting of Stockholders must be received by the Secretary of the Company
at the address set forth on page one of the Proxy Statement before November 22,
1995 if they are to be considered for possible inclusion in the 1996 Proxy
Statement and for of proxy.

SOLICITATION OF PROXIES

The expense of preparing and mailing the Notice of Annual Meeting, Proxy
Statement and proxy card will be paid by the Company. In addition to the
solicitation of proxies by mail, proxies may be solicited by directors,
officers and regular employees of the Company (who will receive no additional
compensation), by personal interviews, telephone and telegraph. It is
anticipated that banks, custodians, nominees and fiduciaries will forward proxy
soliciting material to beneficial owners of the Common Stock and that such
persons will be reimbursed by the Company for their expenses incurred in this
regard.

OTHER BUSINESS

The Board of Directors is unaware of any other business to be presented for
consideration at the Annual Meeting. If, however, other business should
properly come before the Annual Meeting, the proxies will be voted in
accordance with the best judgment of the proxy holders.

The Company's annual report for its 1994 fiscal year ended January 1, 1995,
which includes financial statements for the year, is being forwarded to
stockholders of record on the Record Date concurrently with this Proxy
Statement.

17
20
APPENDIX A

PLASTI-LINE, INC.
EQUITY COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

SECTION 1

INTRODUCTION

1.1 ESTABLISHMENT. Plasti-Line, Inc., a Tennessee corporation (the
"Company"), hereby establishes the 1995 Plasti-Line, Inc. Equity Compensation
Plan for Non-Employee Directors (the "Plan") for those directors ("Directors")
of the Company who are neither officers nor employees of the Company. The Plan
provides for the grant of common stock awards to Directors of the Company.

1.2 PURPOSES. The purposes of the Plan are to encourage the Directors to
own more shares of the Company's stock and thereby to align their interests
more closely with the interests of the other shareholders of the Company, to
encourage the highest level of Director performance by providing the Directors
with a direct interest in the Company's attainment of its financial goals, and
to provide a financial incentive that will help attract and retain the most
qualified Directors.

1.3 EFFECTIVE DATE. The Effective Date of the Plan (the "Effective Date")
shall be January 1, 1995. This Plan and each Stock Award granted hereunder is
conditioned on and shall be of no force or effect until approval of the Plan by
a majority of the shares of voting stock of the Company.

SECTION 2

DEFINITIONS

2.1 DEFINITIONS. The following terms shall have the meanings set forth
below:

(a) "Board" means the Board of Directors of the Company.

(b) "Committee" means the Compensation Committee of the Board
which is empowered hereunder to take actions in the administration of the Plan.

(d) "Fair Market Value" means the average of the highest and
lowest prices of the Stock as reported on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") on a particular date.
If there are no Stock transactions on such date, the Fair Market Value shall be
determined as of the immediately preceding date on which there were Stock
transactions. If the price of the Stock is not reported on NASDAQ, the Fair
Market Value of the Stock on the particular date shall be as determined by the
Committee using a reference comparable to the NASDAQ system.

(e) "Internal Revenue Code" means the Internal Revenue Code of
1986, as it may be amended from time to time.

(f) "Stock Award" means an award of Stock granted to a Director
pursuant to Section 6 that is subject to certain restrictions imposed in
accordance with the provisions of the Plan.

(g) "Stock" means the $.001 par value Common Stock of the Company.

2.2 GENDER AND NUMBER. Except when otherwise indicated by the context,
the masculine gender shall also include the feminine gender, and the definition
of any term herein in the singular shall also include the plural.

SECTION 3

PLAN ADMINISTRATION

The Committee shall be responsible for the administration of the Plan.
However, the Committee shall have no authority, discretion or power (i) to
select the Directors who will receive Stock Awards, (ii) to determine the Stock
Awards to be granted pursuant to the Plan, the number of shares of Stock to be
issued thereunder or the time at which such Stock Awards are to be granted,
(iii) to establish the nature of Stock Awards, or (iv) to alter any other terms
or conditions specified in the Plan, except in the sense of administering the
Plan subject to the provisions of the Plan. Subject to the foregoing
limitation, the Committee, by majority action thereof, is authorized to
interpret the Plan, prescribe, amend and rescind rules and regulations relating
to the Plan, provide for conditions and assurances deemed necessary or
advisable to protect the interests of the Company and make all other
determinations necessary or advisable for the administration of the Plan, but
only to the extent not contrary to the express provisions of the Plan. No
member of the Committee shall be liable for any action of determination made in
good faith. The determinations, interpretations and other actions of the
Committee pursuant to the provisions of the Plan shall be binding and
conclusive for all purposes and on all persons.

SECTION 4

STOCK SUBJECT TO THE PLAN

4.1 NUMBER OF SHARES. 150,000 shares of Stock are authorized for issuance
under the Plan in accordance with the provisions of the Plan and subject to
such restrictions or other provisions as the Committee may from time to time
deem necessary. Shares of Stock which are issued as Stock Awards shall be
applied to reduce the maximum number of shares of Stock remaining available for
use under the Plan. The Company shall at all times during the term of the Plan
retain as authorized and unissued Stock at least the

number of shares from time to time required under the provisions of the Plan,
or otherwise assure itself of its ability to perform its obligations hereunder.

4.2 ADJUSTMENTS FOR STOCK SPLIT, STOCK DIVIDEND, ETC. If the Company
shall at any time increase or decrease the number of its outstanding shares of
Stock or change in any way the rights and privileges of such shares by means of
the payment of a stock dividend or any other distribution upon such shares
payable in Stock, or through a stock split, subdivision, consolidation,
combination, reclassification or capitalization involving the Stock, then in
relation to the Stock that is affected by one or more of the above events, the
number of the shares of Stock as to which Stock Awards may be granted under the
Plan shall be increased, decreased or changed in like manner as if they had
been issued and outstanding, fully paid and nonassessable at the time of such
occurrence.

4.3 OTHER CHANGES IN STOCK. In the event there shal+0l be any change,
other than as specified in Section 4.2, in the number or kind of outstanding
shares of Stock or of any stock or other securities into which the Stock shall
be changed or for which it shall have been exchanged, and if the Committee
shall in its discretion determine that such change equitably requires an
adjustment in the number or kind of shares reserved for issuance pursuant to
the Plan but are not then subject to a Stock Award, then such adjustments shall
be made by the Committee and shall be effective for all purposes of the Plan.

4.4 DETERMINATION BY THE COMMITTEE, ETC. Adjustments under this Section 4
shall be made by the Committee, whose determinations with regard thereto shall
be final and binding upon all parties thereto.

SECTION 5

PARTICIPATION

Each Director shall receive Stock Awards on the terms and conditions
set forth under the Plan.

SECTION 6

STOCK AWARDS

6.1 GRANT OF STOCK. Beginning with the 1995 term year, each Director
shall receive fifty percent (50%) of the value of each of his fees as a
director of the Company in the form of a Stock Award (the "Grants").

6.2 DATE OF GRANT, NUMBER OF SHARES. The Grants shall be made as of the
last business day prior to each payment of the Directors' cash fees however
often such fees may be paid during the year. The total number of shares of
Stock included in each such Grant shall be determined by dividing the amount of
the Director's fee that is to be paid in Stock by the Fair Market Value of a
share of Stock on the date of grant. In no event shall the Company be required
to issue fractional shares. Whenever under the terms of this

Section 6 a fractional share of Stock would otherwise be required to be
issued, an amount in lieu thereof shall be paid to the Director in cash based
upon the Fair Market Value of such fractional share.

6.3 RESTRICTIONS. Shares of Stock received pursuant to a Stock Award may
not be sold, assigned, pledged, hypothecated, transferred or otherwise disposed
of until at least six months after the date of grant of the Stock.

6.4 PRIVILEGES OF A STOCKHOLDER, TRANSFERABILITY. Subject to the terms of
this Plan, a Director shall have all voting, dividend, liquidation and other
rights with respect to Stock (in accordance with its terms) received by him as
a Stock Award under this Sectiona6.

SECTION 7

RETENTION OF DIRECTOR

Nothing contained in the Plan or in any Stock Award granted under the
Plan shall interfere with or limit in any way the right to remove any Director
from the Board pursuant to the bylaws of the Company, nor confer upon any
Director any right to continue as a director of the Company.

SECTION 8

GENERAL RESTRICTIONS

8.1 INVESTMENT REPRESENTATIONS. The Company may require any Director to
whom a Stock Award is to be granted, as a condition of receiving such Stock
Award, to give written assurances in substance and form satisfactory to the
Company and its counsel to the effect that such person is acquiring the Stock
subject to the Stock Award for his own account for investment and not with any
present intention of selling or otherwise distributing the same, and to such
other effects as the Company deems necessary or appropriate in order to comply
with federal and applicable state securities laws. Further by accepting the
Stock Award, each Director shall be deemed to have made the foregoing
representation and does thereby reaffirm to the Company the foregoing
representation as of the date of each such Stock Award.

8.2 COMPLIANCE WITH SECURITIES LAWS. Each Stock Award shall be subject to
the requirement that, if at any time counsel to the Company shall determine
that the listing, registration or qualification of the shares subject to such
Stock Award upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental or regulatory body, is necessary as
a condition of, or in connection with, the issuance of shares thereunder, such
Stock Award may not be issued in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained on conditions acceptable to the Committee. Nothing herein shall be
deemed to require the Company to apply for or to obtain such listing,
registration or qualification.

8.3 WITHHOLDING OF TAX. To the extent required by applicable law and
regulation, each Director must arrange with the Company for the payment of any
federal, state or local income or other tax applicable to the Stock Awards
granted hereunder before the Company shall be required to deliver to the
Director a certificate for such Stock free and clear of all restrictions under
this Plan.

SECTION 9

PLAN AMENDMENT, MODIFICATION AND TERMINATION

The Board may at any time terminate, and from time to time may amend
or modify, the Plan; provided that no amendment or modification of the Plan
shall be effective without approval of the amendment or modification by the
shareholders if shareholder approval is required to enable the Plan to satisfy
any applicable statutory or regulatory requirements, including without
limitation Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or
if the Company, on the advice of counsel, determines that shareholder approval
is otherwise necessary or desirable; and provided further that no amendment or
modification shall be made more than once every six months, other than to
comport with changes in the Internal Revenue Code, the Employee Retirement
Income Security Act of 1974, as amended, or the rules and regulations
promulgated thereunder.

SECTION 10

REQUIREMENTS OF LAW

10.1 REQUIREMENTS OF LAW. The issuance of Stock and the payment of cash
pursuant to the Plan shall be subject to all applicable laws, rules and
regulations.

10.2 GOVERNING LAW. The Plan and all agreements hereunder shall be
construed in accordance with and governed by the laws of the State of
Tennessee.

SECTION 11

DURATION OF THE PLAN

The Plan shall terminate at such time as may be determined by the
Board of Directors, and no Stock Award shall be granted after such termination.
25
APPENDIX B

PLASTI-LINE, INC.
P.O. BOX 59043 KNOXVILLE, TENNESSEE 37950-9043

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The
undersigned hereby appoints James R. Martin and Mark J. Deuschle, and each of
them, as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote as designated below, all the shares of
common stock of Plasti-Line, Inc. (the "Company") held of record by the
undersigned on March 14, 1995, at the Annual Meeting of Stockholders to be held
on April 18, 1995 or any adjournment thereof. The undersigned hereby revokes all
proxies heretofore given.

1. ELECTION OF DIRECTORS: / / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as indicated to the contrary
below)

R. A. Banfield, H. L. Clark, Jr., J. G. Hanes, III, J. A. Haslam, III, D. F.
Johnstone, J. R. Martin, J. H. Rymer, J. F. Smith, Jr., H. M. Watson, Jr.

To withhold authority for any individual nominee, write that nominee's name
on the following line.
------------------------------.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO VOTE IS SPECIFIED, THIS PROXY WILL
BE VOTED FOR THE LISTED NOMINEES FOR DIRECTOR.

2. ADOPTION AND APPROVAL OF THE 1995 PLASTI-LINE, INC. EQUITY COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS.

/ / FOR / / AGAINST / / ABSTAIN

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO VOTE IS SPECIFIED, THIS PROXY WILL
BE VOTED FOR THE ADOPTION AND APPROVAL OF THE 1995 PLASTI-LINE, INC. EQUITY
COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS.

3. In their discretion, the proxy holders are authorized to vote upon such
other business as may properly come before the meeting.

PLASTI-LINE, INC.
Please sign and return promptly
Dated: , 1995
-----------------------

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

------------------------------
Signature(s) of Stockholder

Please date and sign exactly
as your name appears hereon.
When signing as executor,
administrator, trustee,
guardian, attorney, etc., full
title should be shown. If a
corporation, please sign in
full corporate name by an
authorized officer. If a
partnership, please sign in
partnership name by an
authorized person. If shares
are registered in more than
one name, all registered
owners should sign.

THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED AT THE MEETING