SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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

BUILDERS TRANSPORT, 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):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
2

BUILDERS TRANSPORT, INCORPORATED
2029 WEST DEKALB STREET
CAMDEN, SOUTH CAROLINA 29020

May 2, 1997

To Our Stockholders:

On behalf of the Board of Directors and management of Builders Transport,
Incorporated, I cordially invite you to attend the Annual Meeting of
Stockholders to be held at the Magnolia Restaurant on West Dekalb Street,
Camden, South Carolina, on Tuesday, June 3, 1997, at 10:00 a.m. Eastern time.
The attached Notice of Annual Meeting and Proxy Statement describe the formal
business to be transacted at the Meeting.

In addition to the specific matters to be acted upon, there also will be a
report on the operations of the Company. Directors and officers of the Company
will be present to respond to any questions of general interest that
stockholders may have.

It is important that your shares be represented at the Meeting. Regardless
of whether you plan to attend, you are requested to mark, sign, date and
promptly return the enclosed proxy in the envelope provided. If you attend the
Meeting, which we hope you will do, you may vote in person even if you have
previously mailed a proxy card.

Sincerely,

/s/ David C. Walentas

David C. Walentas
Chairman of the Board
3

BUILDERS TRANSPORT, INCORPORATED
2029 WEST DEKALB STREET
CAMDEN, SOUTH CAROLINA 29020

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 3, 1997

To The Stockholders of Builders Transport, Incorporated:

You are hereby notified that the Annual Meeting of Stockholders (the
"Annual Meeting") of Builders Transport, Incorporated, a Delaware corporation
("Builders" or the "Company"), will be held at the Magnolia Restaurant, West
Dekalb Street, Camden, South Carolina, on Tuesday, June 3, 1997, at 10:00 a.m.
Eastern time for the following purposes:

(1) to elect six directors to serve one-year terms scheduled to end in
conjunction with the next Annual Meeting of Stockholders or until their
successors are elected and qualified;

(2) to ratify the appointment of Ernst & Young LLP as independent
auditors of the Company for the year ending December 31, 1997; and

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

All stockholders are cordially invited to attend the Annual Meeting;
however, only stockholders of record at the close of business on April 18, 1997,
are entitled to notice of and to vote at the Annual Meeting. In accordance with
Delaware law, a list of stockholders entitled to vote at the Annual Meeting
shall be open to the examination of any stockholder, for any purpose germane to
the Annual Meeting, during ordinary business hours at the Company's general
offices at 2029 West Dekalb Street, Camden, South Carolina, from May 23, 1997,
to June 2, 1997, and the list shall be available for inspection at the Annual
Meeting by any stockholder that is present.

By Order of the Board of
Directors,

ROBERT E. LEE GARNER,
Secretary
DATED: May 2, 1997

IMPORTANT

Regardless of whether you expect to attend the meeting, please mark, sign,
date and return the enclosed proxy in the enclosed self-addressed envelope as
promptly as possible.
4

BUILDERS TRANSPORT, INCORPORATED
POST OFFICE BOX 7005
2029 WEST DEKALB STREET
CAMDEN, SOUTH CAROLINA 29020-7005

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies to be used at the Annual Meeting of Stockholders (the "Annual Meeting")
of Builders Transport, Incorporated, a Delaware corporation ("Builders" or the
"Company"), to be held on June 3, 1997, and at any adjournments thereof. THE
ACCOMPANYING PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY. The
principal executive offices of the Company are located at 2029 West Dekalb
Street, Camden, South Carolina 29020. This Proxy Statement and the accompanying
proxy card are first being mailed to stockholders on or about May 2, 1997.

SOLICITATION

The costs of preparing, assembling and mailing the proxy materials and of
reimbursing brokers, nominees, and fiduciaries for the out-of-pocket and
clerical expenses of transmitting copies of the proxy materials to the
beneficial owners of shares held of record will be borne by the Company. Certain
officers and regular employees of the Company or its subsidiaries, without
additional compensation, may use their personal efforts, by telephone or
otherwise, to obtain proxies in addition to this solicitation by mail. The
Company expects to reimburse brokers, banks, custodians and other nominees for
their reasonable out-of-pocket expenses in handling proxy materials for
beneficial owners of the Common Stock. Should the Company's management deem it
necessary, the Company may also retain the services of Morrow & Co., Inc. to aid
in the solicitation of proxies from brokers, banks, custodians and other
nominees, for which the Company will pay a fee not to exceed $3,500 plus
reimbursement for expenses.

VOTING AND REVOCABILITY OF PROXY APPOINTMENTS

Only stockholders of record at the close of business on April 18, 1997, are
entitled to receive notice of and to vote at the Annual Meeting. The Company's
only class of stock outstanding is its Common Stock, par value $.01 per share
(the "Common Stock"). As of the close of business on April 18, 1997, the number
of shares of Common Stock outstanding and entitled to vote at the Annual Meeting
was 5,282,487. Each share of Common Stock is entitled to one vote on all
matters. There are no cumulative voting rights. A majority of the outstanding
shares will constitute a quorum at the meeting. Abstentions and broker non-votes
are counted for purposes of determining the presence or absence of a quorum for
the transaction of business.

Stockholders can ensure that their shares are voted at the Annual Meeting
by signing and returning the enclosed proxy card in the envelope provided.
Shares of Common Stock represented by the accompanying proxy card will be voted
if the proxy card is properly executed and is received by the Company prior to
the time of voting. Sending in a signed proxy card will not affect a
stockholder's right to attend the Annual Meeting and vote in person.

Presence at the Annual Meeting by a stockholder who has signed a proxy card
does not in itself revoke a proxy. Each proxy granted may be revoked by the
person giving it by giving written notice to such effect to the Secretary of the
Company, by execution and delivery of a subsequent proxy or by attendance,
giving notice and voting in person at the Annual Meeting, except that any such
revocation shall not be effective as to any matter upon which, prior to such
revocation, a vote shall have been cast pursuant to the authority conferred by
such proxy. Where specific choices are not indicated on the proxy card, proxies
will be voted in accordance with the recommendations of the Board of Directors.

As of the date of this Proxy Statement, the Company's Board of Directors is
not informed of any matters, other than those set forth in the foregoing Notice
of Annual Meeting of Stockholders, that may be brought before the Annual
Meeting. If other matters requiring a vote of the stockholders arise, the
persons designated as proxies
5

will vote the shares of Common Stock represented by the proxies in accordance
with their judgment on such matters.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

The following table sets forth the Company's best knowledge as of April 25,
1997, with respect to the beneficial ownership of Common Stock by (a) each
person known to the Company to be the beneficial owner of more than five percent
of the Common Stock, (b) all directors and nominees, (c) the individuals listed
in the Summary Compensation Table contained herein, and (d) all executive
officers and directors of the Company as a group.

AMOUNT OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP
(AND ADDRESS FOR THOSE OWNING ----------------------
MORE THAN FIVE PERCENT) SHARES PERCENT(1)
----------------------------- --------- ----------

Builders Transport, Incorporated Employees Retirement
Savings & Profit Sharing Plan(2)
c/o Benefit Plan Committee
Attn: T. Michael Guthrie
Builders Transport, Incorporated
Post Office Box 7005
Camden, South Carolina 29020-7005(2)...................... 1,047,856 20.0%
Messrs. David C. Walentas(3)(4)(5) and Stanford M.
Dinstein(3)(4)(5)......................................... 821,077 15.0%
Dimensional Fund Advisor(6)
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401.................................... 291,900 5.5%
T. Rowe Price Associates, Inc.(7)
T. Rowe Price Small Cap Value Fund, Inc.
100 E. Pratt Street
Baltimore, Maryland 21202................................. 1,081,330 20.5%
John R. Morris(3)(8)........................................ 26,560 *
T. M. Guthrie(9)............................................ 5,398 *
Phillip M. Adams(10)........................................ 23,714 *
Arthur C. Baxter(3)(11)..................................... 6,300 *
Pierson G. Mapes(3)(12)..................................... 3,000 *
Frederick S. Morton(3)(11).................................. 3,000 *
All Executive Officers and Directors as a Group (10
Persons)(13).............................................. 945,348 17.0%

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

(1) Except as otherwise noted herein, percentage is determined on the basis of
5,284,019 shares of Common Stock issued and outstanding plus securities
deemed outstanding pursuant to Rule 13d-3(d)(1) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). An asterisk indicates
beneficial ownership of less than one percent.
(2) Effective January 1, 1994, the Company's 401(k) Plan and ESOP were merged
and amended to form the Builders Transport, Incorporated Employees
Retirement Savings & Profit Sharing Plan (the "Benefit Plan"). The Benefit
Plan may be deemed to be the beneficial owner of the shares of Common Stock
that it holds. The Benefit Plan shares voting power with the Benefit Plan
participants. Based on a Schedule 13G dated February 12, 1997, and amended
on April 25, 1997 filed by the National Bank of Commerce, Memphis,
Tennessee, trustee for the Benefit Plan, the trustee has sole dispositive
power with respect to the shares of Common Stock. The number of shares
listed in the table as being owned by the Plan also reflects a February
1997 contribution by the Company of 220,470 shares.
(3) Nominee for election to the Board of Directors.
(4) The address of this individual is 2029 West Dekalb Street, Camden, South
Carolina 29020.

2
6

(5) Messrs. Walentas and Dinstein reported on Amendment No. 20 dated October 5,
1994, to Schedule 13D filed pursuant to Section 13 of the Exchange Act that
they may be deemed to be a "group" within the meaning of Section 13(d)(3)
of the Exchange Act. Both members of the "group" may be deemed to
beneficially own the Common Stock owned by the other member of the "group",
although both members of the "group" disclaim beneficial ownership of the
shares owned by the other member of the "group". Mr. Walentas beneficially
owns 745,095 shares, which includes 125,000 shares of Common Stock reserved
for issuance to Mr. Walentas pursuant to stock options that were
exercisable at, or within sixty days of, April 25, 1997, 1,000 shares owned
by Mr. Walentas' wife, and 1,408 shares vested in or allocated to Mr.
Walentas' Benefit Plan account. Mr. Dinstein beneficially owns 75,982
shares, which includes 55,000 shares reserved for issuance to Mr. Dinstein
pursuant to stock options that were exercisable at, or within sixty days
of, April 25, 1997, and 2,766 shares vested or allocated to Mr. Dinstein's
account in the Benefit Plan. Mr. Walentas and Mr. Dinstein both are
Directors and executive officers of the Company.
(6) Pursuant to a Schedule 13G dated February 5, 1996, Dimensional Fund
Advisors Inc. ("Dimensional"), a registered investment advisor, is deemed
to have beneficial ownership of 291,000 shares of Builders Transport, Inc.
stock as of December 31, 1996, all of which shares are held in portfolios
of DFA Investment Dimensions Group Inc., a registered open-ended investment
company, or in series of the DFA Investment Trust Company, a Delaware
business trust, or the DFA Group trust and DFA Participation Group trust
investment vehicles for qualified employee benefit plans, all of which
Dimensional Fund Advisors Inc. serves as investment manager. Dimensional
disclaims beneficial ownership of all such shares.
(7) Based on a Schedule 13G dated February 14, 1997, these securities are owned
by various individual and institutional investors including the T. Rowe
Price Small Cap Value Fund, Inc. (which owns 523,415 shares, representing
9.9% of the shares outstanding), which T. Rowe Price Associates, Inc.
("Price Associates") serves as investment adviser with power to direct
investments and/or shared power to vote the securities. For purposes of the
reporting requirements of the Exchange Act, Price Associates is deemed to
be a beneficial owner of such securities; however, Price Associates
expressly disclaims that it is, in fact, the beneficial owner of such
securities.
(8) Includes 24,050 shares reserved for issuance to Mr. Morris pursuant to
stock options that were exercisable at, or within sixty days of, April 25,
1997, and 2,271 shares vested or allocated in Mr. Morris' account in the
Benefit Plan.
(9) Includes 3,200 shares reserved for issuance to Mr. Guthrie pursuant to
stock options that were exercisable at, or within sixty days of, April 25,
1997, and 1,373 shares vested or allocated in Mr. Guthrie's account in the
Benefit Plan, as well as 100 shares owned by his wife.
(10) Includes 21,000 shares reserved for issuance to Mr. Adams pursuant to stock
options that were exercisable at, or within sixty days of, April 25, 1997,
and 1,971 shares vested or allocated in Mr. Adams' account in the Benefit
Plan.
(11) Includes 2,800 shares reserved for issuance to each of Messrs. Baxter and
Morton pursuant to stock options that were exercisable at, or within sixty
days of, April 25, 1997.
(12) Includes 2,000 shares reserved for issuance to Mr. Mapes pursuant to stock
options that were exercisable at, or within sixty days of, April 25, 1997.
(13) Includes 286,850 shares of Common Stock reserved for issuance to executive
officers or Directors of the Company pursuant to stock options that were
exercisable at, or within sixty days of, April 25, 1997, and 12,169 shares
of Common Stock vested or allocated in accounts of the Company's executive
officers in the Benefit Plan.

PROPOSAL NUMBER ONE

ELECTION OF DIRECTORS

Directors elected at the Annual Meeting will hold office until the next
Annual Meeting of Stockholders or until their respective successors are duly
elected and qualified. Unless otherwise instructed, proxies will vote shares of
Common Stock for the election to the Company's Board of Directors of the
nominees listed below, all of whom are presently members of the Board of
Directors. Directors are elected by a plurality of the votes cast by the holders
of the Company's Common Stock at a meeting at which a quorum is present. A
"plurality" means

3
7

that the individuals who receive the largest number of votes cast are elected as
directors up to the maximum number of directors to be chosen at the meeting.
Consequently, any shares not voted (whether by abstention, broker non-vote or
otherwise) have no impact on the election of directors. In the event that any
nominee becomes unavailable for election for any reason, an event which
management does not anticipate, shares of Common Stock represented by proxies
will be voted for any substitute nominees designated by the Board of Directors.

For each nominee's beneficial ownership of Common Stock, see "Security
Ownership of Certain Beneficial Owners and Management." Set forth below is
certain additional information as of April 25, 1997, regarding each nominee:

DAVID C. WALENTAS

David Walentas is, and has been for more than 25 years, principally engaged
in the development, management and construction of real estate. Mr. Walentas
owns and operates more than 3 million square feet of commercial property and
owns and manages more than 2,000 apartment units. His real estate development
activities are carried on through various entities, including Two Trees, a New
York general partnership ("Two Trees"). His real estate management activities
are principally carried on through Two Trees Management Co.; he is its sole
proprietor. His real estate construction activities are principally carried on
through The Gair Co., and, since January 1986, through The Washington Street
Construction Co., Inc. David Walentas is President and sole proprietor of both
of these companies. Mr. Walentas has served as a director continuously since his
election at the 1990 Annual Meeting of Stockholders. His age is 58. Mr. Walentas
was named the Company's Chairman of the Board following the 1990 Annual Meeting
of Stockholders.

STANFORD M. DINSTEIN

Stanford Dinstein, a certified public accountant, is, and has been for more
than 19 years, principally engaged as an independent financial and management
consultant to Two Trees and other private corporations and partnerships. Mr.
Dinstein, a senior office and director of Builders since 1990, has served the
Company in a variety of financial, administrative and operational capacities,
and, in August 1993, was named Chief Executive Officer. His age is 49.

JOHN R. MORRIS

John Morris joined the Company in January 1986 and was in charge of its
Dedicated Fleet operations from that time until January 1989 when he was named
President and Chief Operating Officer of the Company, the position in which he
served until his election as President of the Company's Dedicated Services and
Contract Logistics Group in December 1993. Mr. Morris was again named President
and Chief Operating Officer in December 1995. Mr. Morris also filled the
position of Chief Executive Officer on two occasions between June 1990 and
November 1992. Prior to joining the Company, Mr. Morris was employed by McLean
Trucking Company for 23 years. Mr. Morris served on the Board from January 1989
to September 1990 and has served as a director continuously since his
reappointment in October 1990. His age is 53.

ARTHUR C. BAXTER

Arthur Baxter is a retired banking executive. From January 1980 through
June 1989, he was Executive Vice President, Public Affairs of The First National
Bank of Atlanta (now Wachovia Bank of Georgia, N.A.), and from August 1989
through November 1991, he served as a public affairs consultant to its parent
corporation. Mr. Baxter has served as a director continuously since his election
at the 1990 Annual Meeting of Stockholders. His age is 72.

PIERSON G. MAPES

Pierson Mapes is a retired television executive. From November 1982 through
his retirement in June 1994, he was the President of the NBC Television Network.
In that capacity, Mr. Mapes oversaw the network's affiliate relations,
advertising sales and marketing areas. Mr. Mapes has served as a director since
April 1996, when he was elected by the Board to fill a vacancy on the Board. His
age is 59.

4
8

FREDERICK S. MORTON

Frederick Morton was, for more than five years prior to June 1989,
Professor of Business Administration at The Darden School of the University of
Virginia and a consultant in the areas of corporate strategy, effective
operations management and management development. Since June 1989, Mr. Morton
has been Professor Emeritus at the University of Virginia and has continued his
consulting activities. Mr. Morton has served as a director continuously since
his election at the 1990 Annual Meeting of Stockholders. His age is 76.

THE BOARD OF DIRECTORS AND ITS COMPENSATION AND NOMINATING COMMITTEE
UNANIMOUSLY RECOMMEND A VOTE "FOR" MESSRS. WALENTAS, DINSTEIN, MORRIS, BAXTER,
MAPES AND MORTON.

COMMITTEES OF THE COMPANY'S BOARD OF DIRECTORS
AND MEETING ATTENDANCE

The total number of meetings the Board held during 1996 was four. No
incumbent director who was a director during 1996 attended fewer than 75 percent
of the aggregate of (i) the total number of meetings of the Board of Directors
and (ii) the total number of meetings held by all committees of the Board on
which he served. The Board of Directors has established the following standing
committees: Executive Committee, Compensation and Nominating Committee, Audit
Committee and Stock Option and Executive Compensation Committee.

The Executive Committee of the Board has and may exercise, during the
intervals between meetings of the Board, all the powers of the Board in the
management of the Company's business and affairs, subject to certain statutory
restrictions. The current members of the Executive Committee are Messrs.
Walentas, Dinstein and Morris. The members of the Executive Committee consult
with one another frequently between Board meetings and took formal action two
times during 1996.

The Audit Committee has primary responsibility for (i) recommending to the
Board the particular persons or firm to be employed by the Company as its
independent auditors; (ii) consulting with the persons or firm so chosen to be
the independent auditors with regard to the plan of audit; (iii) reviewing, in
consultation with the Company's independent auditors, their report of audit, or
proposed report of audit, and the accompanying management letter, if any; and
(iv) consulting with the Company's independent auditors (periodically, if
appropriate, out of the presence of management) with regard to the adequacy of
internal controls. The members of the Audit Committee are Messrs. Baxter, Morton
and Mapes. This Committee met five times during 1996.

The Stock Option and Executive Compensation Committee administers the
Company's Stock Option Plan and makes recommendations to the Board concerning
which of the Company's officers and directors are eligible to participate
therein and makes recommendations with respect to the granting of stock options
or other benefits under the Company's Stock Option Plan. The Stock Option and
Executive Compensation Committee also is responsible for making decisions and
determinations with respect to the compensation arrangements for those members
of the Company's senior management who also are members of the Company's
Compensation and Nominating Committee. The members of this Committee are Messrs.
Baxter, Morton and Mapes. The members of this Committee consult with one another
from time to time and took formal action six times during 1996. All actions
taken by this Committee during 1996 were unanimously ratified by the Board.

The Compensation and Nominating Committee is responsible for recommending
to the Board the compensation arrangements for the Company's senior management
other than any members of the Company's senior management who are members of the
Committee. The Committee also establishes criteria and procedures for the
selection of a director's slate, reviews the qualifications of candidates who
may be proposed for nomination to the Board, and makes recommendations to the
Board concerning directors to be placed in nomination for election and
concerning any changes in the structure, size or function of the Board. The
Company's bylaws provide that nomination for the office of director may be made
by stockholders only if written notice of such proposed nominations (including
the name or names of the proposed nominees) is given to the Company's Secretary
at the Company's principal office not less than 30 days prior to the meeting at
which the proposed nominations are to be made. The members of this Committee are
Messrs. Walentas and Dinstein. They confer with one another on a regular basis
and consult with the full Board from time to time on matters within the

5
9

Committee's purview. All compensation and nomination decisions during 1996 were
unanimously ratified by the Board.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended December 31, 1996, the members of the
Company's Stock Option and Executive Compensation Committee were Messrs. Baxter,
Morton and Mapes, and the members of the Company's Compensation and Nominating
Committee were Messrs. Walentas and Dinstein. Both Messrs. Walentas and Dinstein
were officers of the Company and its subsidiaries during fiscal year 1996 and
certain prior years. Messrs. Walentas and Dinstein currently serve as Chairman
and as Vice Chairman and Chief Executive Officer of the Company, respectively.
Neither Messrs. Baxter, Morton nor Mapes was an officer or employee of the
Company or any of its subsidiaries during fiscal year 1996 or any prior year.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table sets forth for the fiscal years ended December 31,
1994, 1995 and 1996, the cash compensation paid or accrued by the Company, as
well as certain other compensation paid or accrued for those years, for services
in all capacities to the individual serving as the Company's Chief Executive
Officer throughout 1996, to the Company's four most highly compensated executive
officers, other than the Chief Executive Officer, who were serving as executive
officers at the end of 1996.

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------- AWARDS
(A) SECURITIES ALL OTHER
NAME AND PRINCIPAL (B) (C) (D)(1) UNDERLYING COMPENSATION
POSITION HELD YEAR SALARY ($) BONUS ($) OPTIONS (#)(2) ($)(3)
------------------ ---- ---------- --------- -------------- ------------

David C. Walentas...................... 1996 $195,000 $ -0- 375,000 $2,011
Chairman of the Board 1995 182,083 127,998 -0- 2,539
1994 138,333 130,998 50,000 902
Stanford M. Dinstein................... 1996 275,000 -0- 262,500 2,050
Vice Chairman and Chief 1995 258,854 64,340 -0- 3,820
Executive Officer 1994 230,000 66,840 50,000 4,002
John R. Morris......................... 1996 225,000 -0- 94,937 1,620
President and Chief Operating 1995 190,000 64,125 -0- 3,309
Officer 1994 190,000 23,749 -0- 3,153
Phillip M. Adams....................... 1996 162,850 -0- 40,000 1,399
Division Vice President 1995 156,600 -0- 10,000 2,623
1994 145,000 29,001 -0- 3,948
T. M. Guthrie.......................... 1996 120,000 -0- 16,000 3,393
Chief Financial Officer and 1995 113,542 -0- -0- 2,570
Treasurer 1994 103,339 34,554 -0- 945

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

(1) Columns (e), (f) and (h) relating, respectively, to "other annual
compensation," "restricted stock awards," and "LTIP payouts" have been
deleted because no compensation required to be reported in such columns was
awarded to, earned by, or paid to, any of the above individuals during the
periods covered by such columns.
(2) The stock options shown as having been granted in 1996 represent, for the
most part, options that were previously granted and then were deemed
cancelled and regranted at a new exercise price on November 18,

6
10

1996. For further explanation, see "-- Stock Options." All information in
this column relates to options because the Company has not granted any stock
appreciation rights.
(3) During 1994, 1995 and 1996, respectively, 83, 333 and 766 shares; 368, 501
and 781 shares; 290, 434 and 617 shares; and 363, 344 and 533 shares; vested
in the Benefit Plan accounts of Messrs. Walentas, Dinstein, Morris and
Adams, respectively. Based on the closing sales price for the Common Stock
on December 30, 1994, December 29, 1995 and December 31, 1996 of $10.875,
$7.625 and $2.625, respectively, as reported by NASDAQ, the dollar value of
those shares for Messrs. Walentas, Dinstein, Morris, and Adams was $902,
$2,539 and $2,011; $4,002, $3,820 and $2,050; $3,153, $3,309 and $1,620; and
$3,948, $2,623 and $1,399, respectively. Mr. Guthrie received other
compensation during 1994, 1995 and 1996 of 312, 337 and 360, which vested in
his Benefit Plan Account, with dollar values of $3,393, $2,570 and $945.

STOCK OPTIONS

The Stock Option and Executive Compensation Committee and the Board of
Directors believe that the future growth of the Company is dependent upon, and
that the best interests of the Company and its stockholders are served by, the
Company's ability to attract, and retain motivated officers, employees and
directors, and that the Company's stock option plans are an important factor in
accomplishing these goals. During 1996 the Company's stock price declined
dramatically, despite the long-term revitalization efforts of the Company.
Almost all of the options granted in the past were significantly
out-of-the-money, thus creating a situation that had the potential to act as a
disincentive to the core group of officers and employees responsible for the
ongoing improvement of the Company. The Stock Option and Executive Compensation
Committee determined that lowering the exercise price would restore the
incentive value to the options, would achieve consistency between grants to
various employees and officers and would be a key component in retaining and
motivating the team already in place.

The following table sets forth the options deemed granted during the fiscal
year ended December 31, 1996, to the individuals listed in the Summary
Compensation Table. Other than options representing 25,000 shares, 25,000 shares
and 38,687 shares granted in early 1996 to Messrs. Walentas, Dinstein and
Morris, respectively (see footnote 6 below), all the options set forth below
represent options issued in earlier years that are deemed, pursuant to
applicable provisions of Regulation S-K promulgated pursuant to the Exchange
Act, to have been cancelled and re-granted in 1996 to reflect their re-pricing.
(See "Ten-Year Option Repricings" immediately following this table.)

OPTION GRANTS IN LAST FISCAL YEAR(1)

INDIVIDUAL GRANTS
- ------------------------------------------------------------------------------------
PERCENT OF
TOTAL POTENTIAL REALIZABLE VALUE
NUMBER OF OPTIONS AT ASSESSED ANNUAL RATES
SECURITIES GRANTED OF STOCK PRICE
UNDERLYING TO APPRECIATION FOR OPTION
OPTION/SAR EMPLOYEES EXERCISE OF TERM
GRANTED IN FISCAL BASE PRICE EXPIRATION ---------------------------
NAME (#) YEAR ($/SH) DATE 5% ($) 10% ($)
(A) (B) (C) (D) (E) (F) (G)
---- ----------- ---------- ----------- ---------- ----------- -------------

David Walentas 50,000(2) 4.8 3.00 11/18/06 $244,334 $ 389,061
150,000(3) 14.4 3.00 11/18/06 $733,000 $1,167,184
100,000(4) 9.6 3.00 11/18/06 $488,667 $ 778,122
50,000(5) 4.8 3.00 11/18/06 $244,334 $ 389,061
25,000(6) 2.4 3.00 11/18/06 $122,167 $ 194,531
Stanford M. Dinstein 25,000(2) 2.4 3.00 11/18/06 $122,167 $ 194,531
62,500(3) 6.0 3.00 11/18/06 $305,417 $ 486,326
50,000(4) 4.8 3.00 11/18/06 $244,334 $ 389,061
50,000(5) 4.8 3.00 11/18/06 $244,234 $ 389,061
25,000(6) 2.4 3.00 11/18/06 $122,167 $ 194,531

7
11

John R. Morris 12,500(2) 1.2 3.00 11/18/06 $ 61,083 $ 97,265
18,750(3) 1.8 3.00 11/18/06 $ 91,625 $ 145,898
25,000(4) 2.4 3.00 11/18/06 $122,167 $ 194,531
38,687(6) 3.7 3.00 11/18/06 $189,051 $ 301,032
T. M. Guthrie 2,000(2) .2 3.00 11/18/06 $ 9,773 $ 15,562
5,000(4) .5 3.00 11/18/06 $ 24,433 $ 38,906
2,000(7) .2 3.00 11/18/06 $ 9,773 $ 15,562
1,500(8) .1 3.00 11/18/06 $ 7,330 $ 11,672
5,500(9) .5 3.00 11/18/06 $ 26,877 $ 42,797
Phillip M. Adams 10,000(2) 1.0 3.00 11/18/06 $ 48,867 $ 77,812
10,000(4) 1.0 3.00 11/18/06 $ 48,867 $ 77,812
10,000(8) 1.0 3.00 11/18/06 $ 48,867 $ 77,812
10,000(10) 1.0 3.00 11/18/06 $ 48,867 $ 77,812

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

(1) The options are all on a consistent vesting schedule, with 20% at the time
of grant and 20% in each of the succeeding four years.
(2) Originally granted in 1991 (9/91)
(3) Originally granted in 1992 (10/92)
(4) Originally granted in 1993 (12/93)
(5) Originally granted in 1994 (8/94)
(6) Originally granted in 1996 (1/96)
(7) Originally granted in 1991 (4/91)
(8) Originally granted in 1992 (11/92)
(9) Originally granted in 1993 (3/93)
(10) Originally granted in 1995 (1/95)

8
12

Set forth below is information concerning the November 18, 1996, repricing
of stock options held by executive officers:

TEN-YEAR OPTION REPRICINGS(1)

LENGTH OF
NUMBER OF MARKET ORIGINAL
SECURITIES PRICE OF EXERCISE OPTION
UNDERLYING STOCK AT PRICE AT TERM
OPTIONS/SARS TIME OF TIME OF NEW REMAINING
REPRICED OR REPRICING OR REPRICING OR EXERCISE AT DATE OF
AMENDED AMENDMENT AMENDMENT PRICE REPRICING OR
NAME DATE (#) ($) ($) ($) AMENDMENT
(A) (B) (C) (D) (E) (F) (G)
---- -------- ------------ ------------ ------------ -------- ------------

David Walentas 11/18/96 50,000 3.00 7.0625 3.00 4 years
Chairman of the Board 305 days
11/18/96 150,000 3.00 6.1875 3.00 5 years
332 days
11/18/96 100,000 3.00 14.75 3.00 7 years
29 days
11/18/96 25,000 3.00 7.5625 3.00 9 years
45 days
11/18/96 50,000 3.00 11.9375 3.00 7 years
261 days
Stanford M. Dinstein 11/18/96 25,000 3.00 7.0625 3.00 4 years
Vice Chairman and 305 days
Chief Executive Officer
11/18/96 62,500 3.00 6.1875 3.00 5 years
332 days
11/18/96 50,000 3.00 14.75 3.00 7 years
29 days
11/18/96 25,000 3.00 7.5625 3.00 9 years
45 days
11/18/96 50,000 3.00 11.9375 3.00 7 years
261 days
John R. Morris 11/18/96 12,500 3.00 7.0625 3.00 4 years
President and Chief 305 days
Operating Officer
11/18/96 18,750 3.00 6.1875 3.00 5 years
332 days
11/18/96 25,000 3.00 14.75 3.00 7 years
29 days
11/18/96 38,687 3.00 7.5625 3.00 9 years
45 days

9
13

T. M. Guthrie 11/18/96 2,000 3.00 6.0625 3.00 4 years
Chief Financial Officer 141 days
and Treasurer
11/18/96 2,000 3.00 7.0625 3.00 4 years
305 days
11/18/96 1,500 3.00 7.9375 3.00 5 years
360 days
11/18/96 5,000 3.00 14.75 3.00 7 years
29 days
11/18/96 5,500 3.00 7.5625 3.00 6 years
110 days
Phillip M. Adams 11/18/96 10,000 3.00 7.0625 3.00 4 years
Vice President -- Van 305 days
Division 11/18/96 10,000 3.00 7.9375 3.00 5 years
360 days
11/18/96 10,000 3.00 14.75 3.00 7 years
29 days
11/18/96 10,000 3.00 12.4375 3.00 8 years
60 days
P. Michael Davis 11/18/96 10,000 3.00 7.0625 3.00 4 years
Vice President 305 days
Dedicated Fleet Division
11/18/96 10,000 3.00 7.9375 3.00 5 years
360 days
11/18/96 10,000 3.00 14.75 3.00 7 years
29 days

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

(1) Each of the repriced options was treated as a cancellation of the old option
with a regrant of an option equal to that cancelled. The new options are all
on a consistent vesting schedule, with 20% at the time of grant and 20% in
each of the succeeding four years.

10
14

OPTION EXERCISES AND HOLDINGS

The following table sets forth information with respect to the individuals
listed in the Summary Compensation Table concerning unexercised options held as
of the end of the fiscal year. No options were exercised during the last fiscal
year by the individuals listed in the Summary Compensation Table.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES (1)

(A) (D)
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED
OPTIONS AT
FISCAL YEAR END
(#)
NAME EXERCISABLE/UNEXERCISABLE
- ---- -------------------------

David C. Walentas........................................... 125,000/300,000
Stanford M. Dinstein........................................ 55,000/170,000
John R. Morris.............................................. 24,050/75,950
Phillip M. Adams............................................ 21,000/32,000
T. M. Guthrie............................................... 3,200/12,800

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

(1) All information in this table relates to options because the Company has not
granted any SARs. Columns (b) and (c) have been deleted because no options
were exercised during the last fiscal year by the individuals listed in the
Summary Compensation Table. Column (e) has been deleted because there were
no in-the-money options at fiscal year-end because the closing sales price
for the Common Stock on December 31, 1996, was $2.625 as reported by NASDAQ.

EMPLOYMENT CONTRACTS, CHANGE-IN-CONTROL ARRANGEMENTS AND TERMINATION OF
EMPLOYMENT AGREEMENTS

On March 1, 1991, the Company entered into an employment agreement with Mr.
Dinstein to replace his previous employment agreement dated October 1, 1990. The
agreement provides that during the term of the agreement, Mr. Dinstein's minimum
gross annual salary will be $100,000. The terms of the agreement renews
automatically on the anniversary date of the agreement in one-year increments,
unless it is terminated in accordance with the agreement.

On December 16, 1993, the Company entered into a three-year employment
agreement with Mr. Morris pursuant to which he agreed to serve as the President
of the Company's Dedicated Services and Contract Logistics Group for a minimum
gross annual salary of $190,000. Although the period of employment under the
agreement commenced on December 16, 1993, the specified term of employment under
the agreement is three contract years beginning January 1, 1994. The agreement
provides that Mr. Morris is eligible to receive incentive bonuses during the
term of the agreement. This agreement also contains a change of control
provision, which provides that if a change of control occurs, as defined in the
agreement, and certain other conditions are met, Mr. Morris may terminate the
agreement and receive as liquidated damages in a lump sum payment the full
economic value of the salary and other benefits then currently being paid and
provided to him pursuant to the agreement until the end of its term. If Mr.
Morris terminates the agreement upon a change of control, the agreement provides
that his incentive compensation award will be prorated utilizing a proration
method to be negotiated in good faith between Mr. Morris and the Company. In
addition, upon a change of control, all rights of Mr. Morris pursuant to options
granted under the Stock Option Plan or otherwise shall be deemed to have vested
and shall be released from all conditions and restrictions imposed by the
Company and all options granted shall become immediately exercisable. This
agreement also contains certain restrictions on Mr. Morris' ability to compete
with the Company following termination of his employment and certain other
standard provisions. An amendment to this agreement was executed on March 27,
1996, which reflects the reappointment of Mr. Morris as President and Chief
Operating Officer of the Company. The amended Employment Agreement increases

11
15

Mr. Morris' minimum gross annual salary to $225,000 and extends the term of the
agreement through December 31, 1997.

COMPENSATION COMMITTEE REPORT

As noted elsewhere in this Proxy Statement, the Stock Option and Executive
Compensation Committee makes recommendations to the Board concerning which of
the Company's employees are eligible to participate in and receive grants under
the Company's Stock Option Plan; and makes decisions and determinations with
respect to the compensation arrangements for those members of the Company's
senior management who also are members of the Company's Compensation and
Nominating Committee. The Compensation and Nominating Committee is responsible
for recommending to the Board the compensation arrangements for the Company's
senior management other than any members of the Company's senior management who
are members of the Compensation and Nominating Committee. Under rules
established by the Securities and Exchange Commission, the Company is required
to provide a report of the committees of the Board responsible for compensation
recommendations that sets forth both the committees' compensation policies
applicable to the Company's executive officers and the committees' bases for the
chief executive officers' compensation for the last fiscal year.

Compensation Policies Applicable to Executive Officers. Generally, in
establishing levels of compensation for executive officers, the committees
consider all factors they deem appropriate, which may include, among others:

- conditions in the motor carrier industry and the business community,
generally, that influence the Company's ability to attract and retain
executives with the talent and experience to maintain the Company's
position of industry leadership and to optimize stockholder returns;

- the Company's recent operating results compared to prior operating
results;

- general economic conditions that may influence operating results;

- achievement of specific business initiatives;

- experience and special expertise; and

- alignment of the interests of executive officers with those of
stockholders through award opportunities that can result in ownership of
common stock.

The above factors are only generally considered and all compensation
decisions during 1996, including those relating to salary, other bonuses and
stock options were subjectively determined. The committee determined, based on
the above factors and the financial results of the Company, that no bonuses
would be issued in 1996.

The Company currently has employment agreements with Messrs. Dinstein and
Morris (see, "Employment Contracts, Change-in-Control Arrangements and
Termination of Employment Agreements"). These employment agreements contain the
general terms of each officer's employment and establish the minimum
compensation that such officers are entitled to receive, but do not prohibit,
limit or restrict these officers' ability to receive additional compensation
from the Company, whether in the form of base salary, bonus, stock options or
otherwise.

At present, the executive compensation program comprises salary, certain
bonus opportunities, long term incentives in the form of stock options and
participation in Company-wide benefit programs. The higher that one rises in the
corporate hierarchy, the more the mix of compensation shifts towards reliance on
stock-based awards. In determining 1996's compensation package, generally, the
committees took into account the Company's performance over the past several
years.

Bases for the Compensation of Mr. Dinstein. No objective criteria were
used to establish the compensation of Mr. Dinstein, but rather his base salary
was subjectively determined. However, in addition to all the criteria listed
above, the determination of Mr. Dinstein's salary for 1996 took into account the
increased management role he has assumed with respect to the Company,
particularly following his election as Chief Executive Officer in August 1993.

12
16

Section 162(m) of the Internal Revenue Code. Section 162(m) of the
Internal Revenue Code limits, with certain exceptions, the Company's corporate
tax deduction for compensation paid to certain officers of the Company to no
more than $1,000,000 per executive per year. The Company's Stock Option Plan is
structured to comply with one of the exceptions contained in Section 162(m).

STOCK OPTION AND COMPENSATION AND
EXECUTIVE COMPENSATION COMMITTEE NOMINATING COMMITTEE
- -------------------------------- --------------------

Arthur C. Baxter David C. Walentas
Frederick S. Morton Stanford M. Dinstein
Pierson G. Mapes

PERFORMANCE GRAPH

The following graph shows a five-year comparison of cumulative total
stockholder returns (assuming reinvestment of dividends, if any) for the
Company, the NASDAQ Market (U.S.) and NASDAQ Trucking and Transportation Stocks.
The NASDAQ Trucking and Transportation Stocks Index is made available by NASDAQ
in conjunction with the Center for Research in Securities Prices at the
University of Chicago. The issuers included in the NASDAQ Trucking and
Transportation Stocks Index are United States and foreign companies whose stock
is traded on NASDAQ and who have Standard Industrial Classification codes
beginning with 37, 42, 44, 45 and 47. Upon receipt of a written request mailed
to the Company's Chief Executive Officer postage prepaid at the Company's
corporate headquarters, the Company will undertake to make accessible the
identity of those companies making up the index in a prompt manner. In preparing
the graph it was assumed that $100 was invested at the market close price on
December 31, 1991, as reported by NASDAQ.

Nasdaq Trucking &
Measurement Period Builders Transport, Transportation
(Fiscal Year Covered) Incorporated Nasdaq (US) Stocks

1991 100.00 100.00 100.00
1992 120.75 116.38 122.38
1993 237.73 133.58 148.68
1994 164.15 130.59 134.82
1995 115.09 184.68 157.21
1996 39.62 227.15 173.66

COMPENSATION OF DIRECTORS

The company pays to each of its directors who is not otherwise an employee
of the Company an annual fee of $15,000 payable quarterly. In addition, members
of the Audit Committee receive an annual fee of $3,000

13
17

payable quarterly. Directors who are not otherwise employees are reimbursed for
out-of-pocket expenses related to their duties as directors of the Company.
Messrs. Baxter and Morton currently hold options to purchase 14,000 shares, and
Mr. Mapes currently holds an option to purchase 10,000 shares, of the Company's
Common Stock pursuant to the Non-Employee Directors' Stock Option Plan, which
provides to each of the Company's non-employee directors a grant of an option to
purchase 10,000 shares of the Company's Common Stock upon their election as a
director at the stock's then current fair market value and an additional grant
of an option to purchase 2,000 shares of the Company's Common Stock at the
stock's then current fair market value every two years that they remain on the
Board.

COMPLIANCE WITH BENEFICIAL OWNERSHIP REPORTING RULES

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and certain officers and persons who own more than 10% of a registered
class of the Company's equity securities to file within certain specified time
periods reports of ownership and changes in ownership with the SEC. Such
officers, directors and shareholders are required by SEC regulations to furnish
the Company with copies of all such reports that they file. Based solely on a
review of copies of reports filed with the SEC since January 1, 1996, and
written representations by certain officers and directors, all persons subject
to the reporting requirements of Section 16(a) filed the required reports on a
timely basis during 1996 with the exception of one report on a disposition of
632 shares on December 27, 1996, which should have been filed on a Form 4; that
information was filed on T. M. Guthrie's Form 5 submitted February 14, 1997.

PROPOSAL NUMBER TWO

RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS

Subject to ratification by the stockholders, the Company's Board of
Directors has reappointed Ernst & Young LLP as independent auditors to audit the
financial statements of the Company for the current fiscal year.

Representatives of the firm of Ernst & Young LLP are expected to be present
at the Annual Meeting and will have an opportunity to make a statement if they
so desire and will be available to respond to appropriate questions.

THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS RECOMMEND THAT THE
STOCKHOLDERS VOTE "FOR" SUCH RATIFICATION.

STOCKHOLDER PROPOSALS FOR
NEXT ANNUAL MEETING OF STOCKHOLDERS

Stockholders' proposals intended to be presented at the 1998 Annual Meeting
of Stockholders must be received by the Company no later than January 2, 1998,
to be considered for inclusion in the Company's Proxy Statement and form of
proxy for that meeting.

By Order of the Board of Directors,

ROBERT E. LEE GARNER, Secretary

Camden, South Carolina
May 2, 1997

14
18
APPENDIX

BUILDERS TRANSPORT, INCORPORATED EMPLOYEES
RETIREMENT SAVINGS & PROFIT SHARING PLAN
DIRECTION OF PARTICIPANT TO TRUSTEE

The undersigned hereby directs National Bank of Commerce, the trustee of
Builders Transport, Incorporated Employees Retirement Savings & Profit Sharing
Plan, to vote all shares of Builders Transport, Incorporated Common Stock
allocated to the individual account of the undersigned under the Plan, and a
proportionate number of other shares held by the Plan as provided by the Plan,
at the Annual Meeting of Stockholders of Builders Transport, Incorporated to be
held at the Magnolia Restaurant on Tuesday, June 3, 1997, at 10:00 a.m. Eastern
time, or at any adjournment thereof, as directed below.

1. Election of Directors

[ ] FOR all nominees listed below (except as marked [ ] WITHHOLD AUTHORITY to vote for all nominees
to the contrary below). listed below.

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, STRIKE A LINE
THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.

Arthur C. Baxter Pierson G. Mapes Frederick S. Morton
Stanford M. Dinstein John R. Morris David C. Walentas

2. Ratification of Appointment of Ernst & Young.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

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

(Continued on other side)

(Continued from other side)

This direction cannot be voted unless it is properly signed, dated and
received by May 27, 1997. If properly signed, dated and returned, the trustee
will vote as designated by the undersigned or, if no choice is specified, the
trustee will vote FOR proposals 1, and 2. Please sign exactly as name appears on
this card.

-------------------------------------
Signature

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

Signature (if jointly held)

Dated _________________________, 1997

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
19
APPENDIX

P R O X Y BUILDERS TRANSPORT, INCORPORATED

ANNUAL MEETING
JUNE 3, 1997
I, the undersigned stockholder of Builders Transport, Incorporated, (the
"Company") Camden, South Carolina, hereby nominate, constitute and appoint David
C. Walentas, Stanford M. Dinstein and John R. Morris or any one or more of them
my true and lawful attorney(s) with full power of substitution for me and in my
name, place and stead, to vote all of the common stock par value $.01 per share
of the Company, standing in my name on its books on April 18, 1997, at the
meeting of its stockholders to be held at the Magnolia Restaurant in Camden,
South Carolina, on Tuesday, June 3, 1997, at 10:00 a.m. Eastern time or any
adjournment thereof. The above proxies are hereby instructed to vote as shown on
the reverse side of this card.

Election of Directors, Nominees: (change of address)
Arthur C. Baxter, Stanford M. Dinstein, ------------------------------------------------
Pierson G. Mapes, John R. Morris, ------------------------------------------------
Frederick S. Morton, David C. Walentas ------------------------------------------------
------------------------------------------------
(If you have written in the above space, please
mark the corresponding box on the reverse side
of this card.)

SEE REVERSE SIDE

- --------------------------------------------------------------------------------
O FOLD AND DETACH HERE O

[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE. SHARES IN YOUR NAME

1. Election of Directors (see reverse) [ ] FOR [ ] WITHHELD

For, except vote withheld from the following nominee(s): ___________________

2. Ratification of Appointment of Ernst & Young LLP.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

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

[ ] Change of Address

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.

SIGNATURE(S) ____________________________ DATE ________________________ , 1997

THIS PROXY MUST BE DATED AND SIGNED EXACTLY AS SHOWN HEREON. WHEN SHARES ARE
HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN THE FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.

- --------------------------------------------------------------------------------
O FOLD AND DETACH HERE O