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

MARK VII, 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] 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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 21, 1998

TO ALL SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of Mark VII, Inc., a Delaware corporation (the "Company"),
will be held on Thursday, the 21st day of May, 1998, at 11:00 a.m., local time,
at the Peabody Hotel, 149 Union Avenue, Memphis, Tennessee, for the following
purposes:

(1) To elect two Class II Directors for a term expiring in 2001 or
until their successors are duly elected and qualified; and

(2) To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.

The Board of Directors has fixed the close of business on April 3, 1998
as the record date for the determination of the shareholders entitled to notice
of and to vote at the Annual Meeting or any adjournment or postponement thereof.
Only holders of record on such date will be entitled to vote at the Annual
Meeting. A copy of the Proxy Statement relating to the Annual Meeting, a Form of
Proxy and the Company's 1997 Annual Report to Shareholders accompany this
Notice.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ James T. Graves
------------------------------------
James T. Graves
Secretary

April 17, 1998

IMPORTANT-YOUR PROXY IS ENCLOSED

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
DATE, SIGN AND MAIL THE ENCLOSED PROXY IN THE ACCOMPANYING RETURN ADDRESSED
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

965 Ridge Lake Boulevard, Suite 103
Memphis, Tennessee 38120

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

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 21, 1998

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

PROXY STATEMENT

This Proxy Statement is being furnished in connection with the
solicitation of proxies by and on behalf of the Board of Directors of Mark VII,
Inc., a Delaware corporation (the "Company"), for use at the annual meeting of
shareholders (the "Annual Meeting") to be held on Thursday, the 21st day of May,
1998, at 11:00 a.m., local time, at the Peabody Hotel, 149 Union Avenue,
Memphis, Tennessee, or any adjournment or postponement thereof. Shares
represented by duly executed proxies received prior to the Annual Meeting will
be voted at the Annual Meeting. If a shareholder specifies a choice on the form
of proxy with respect to any matter to be acted upon, the shares will be voted
in accordance with such directions. If no choice is specified, shares will be
voted "FOR" the nominees listed on the proxy and in this Proxy Statement. Any
person giving a proxy has the power to revoke it at any time before it is
exercised by giving written notice to the Secretary of the Company at any time
prior to its use or by attending the Annual Meeting and voting in person
(although attendance at the Annual Meeting will not in and of itself constitute
a revocation of such proxy).

This Proxy Statement and the accompanying form of proxy are being
mailed or given to shareholders on or about April 17, 1998. The Company will
bear all of the costs of solicitation of proxies, including preparation,
assembly, printing and mailing of this Proxy Statement, the form of proxy and
any additional information furnished to shareholders. In addition to the use of
the mails, proxies may be solicited by personal contact, telephone or telegraph
by officers or representatives of the Company and the Company may reimburse
brokers or other persons holding stock in their names or in the names of
nominees for their expenses in sending proxy soliciting material to beneficial
owners. No additional compensation will be paid to directors, officers or other
regular employees of the Company for such services.

Only shareholders of record at the close of business on April 3, 1998
(the "Record Date") will be entitled to notice of, and to vote at, the Annual
Meeting. On the Record Date, the Company had 8,940,172 shares of common stock,
par value $.05 per share, issued and outstanding and entitled to vote. Each
outstanding share of common stock is entitled to one vote on each matter brought
to a vote. The presence, either in person or by properly executed proxy, of the
holders of a majority of the outstanding shares of common stock entitled to vote
at the Annual Meeting is necessary to constitute a quorum. Abstentions will be
counted in determining whether a quorum has been reached. The affirmative vote
of the holders of a plurality of the votes cast, in person or by properly
executed proxy and entitled to vote at the Annual Meeting, provided a quorum is
constituted, is required for election of directors. The Company has been advised
by the National Association of Securities Dealers, Inc. (the "NASD") that the
election of directors is considered a "routine" item upon which broker-dealers
holding shares in street name for their customers may vote, in their discretion,
on behalf of any customers who do not furnish voting instructions within ten
days of the date these proxy materials are sent to such customers.

Management does not know of any matters, other than those referred to
in the accompanying Notice of Annual Meeting, which are to come before the
Annual Meeting. If any other matters are properly presented to the Annual
Meeting for action, it is intended that the persons named in the accompanying
form of proxy, or their substitutes, will vote in accordance with their judgment
of the best interests of the Company on such matters.

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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth with respect to the common stock as of
March 6, 1998 (unless otherwise indicated): (i) the only persons known to be
beneficial owners of more than five percent of the common stock; (ii) shares
beneficially owned by all directors and nominees for election as a director of
the Company; (iii) shares beneficially owned by the persons named in the Summary
Compensation Table in this Proxy Statement; and (iv) shares beneficially owned
by all directors and executive officers as a group. Beneficial ownership is
direct, and the holders have sole investment power and sole voting power, unless
otherwise indicated.

Number of
Shares and
Nature of
Beneficial Percent
Name and Address of Beneficial Owners (1) Ownership of Class
- ------------------------------------- --------- --------

Warburg, Pincus Asset Management, Inc.
466 Lexington Avenue
New York, NY 10017 1,970,900 (2) 22.0%
Dresdner RCM Global Investors, L.L.C.
Dresdner Bank AG
RCM Limited L.P.
RCM General Corporation
Four Embarcadero Center, Suite 2900
San Francisco, California 94111 1,378,200 (3) 15.4%
R.C. Matney 1,068,880 (4) 11.6%
The Northwestern Mutual Life
Insurance Company
720 East Wisconsin Avenue
Milwaukee, WI 53202 852,000 (5) 9.5%
Wellington Management Company, L.L.P.
75 State Street
Boston, MA 02109 638,400 (6) 7.1%
FMR Corp.
82 Devonshire Street
Boston, MA 02109 613,600 (7) 6.9%
David H. Wedaman 134,742 (8) 1.5%
James T. Graves 130,600 (9) 1.4%
William E. Greenwood 21,400 (10) .2%
Dr. Jay U. Sterling 21,400 (10) .2%
Thomas J. Fitzgerald 15,250 (11) .2%
Robert E. Liss 15,572 (12) .2%
Michael J. Musacchio 13,134 (13) .1%
Douglass Wm. List 10,880 (14) .1%
All Executive Officers and Directors as a Group 1,454,524 (15) 15.2%
(10 persons)

(1) Unless otherwise indicated, the address is the Company's principal office.

(2) Warburg, Pincus Asset Management, Inc. ("Warburg"), a registered
investment adviser, is deemed to have beneficial ownership of 1,970,900
shares as of December 31, 1997, which are owned by numerous investment
advisory clients. Warburg has sole voting power with regard to 1,483,700
shares, sole investment power with regard to 1,970,900 shares and shared
voting power with regard to 433,200 shares. The information as to the
beneficial ownership of Warburg was obtained from the Schedule 13G filed
by that company.

2
5

(3) Dresdner RCM Global Investors, L.L.C. ("Dresdner RCM") is a registered
investment adviser and a wholly-owned subsidiary of Dresdner Bank AG. RCM
Limited L.P. ("RCM Limited") is the managing agent of Dresdner RCM and RCM
General Corporation ("RCM General") is the general partner of RCM Limited.
Dresdner Bank AG, RCM Limited and RCM General are deemed to have
beneficial ownership of securities managed by Dresdner RCM. As of December
31, 1997, Dresdner RCM, RCM Limited and RCM General have sole voting power
with regard to 1,125,000 shares, sole investment power with regard to
1,308,200 shares and shared investment power with regard to 70,000 shares.
The information as to the beneficial ownership of Dresdner RCM, RCM
Limited and RCM General was obtained from the Schedule 13G filed by those
companies.

(4) Includes 670,860 shares owned indirectly through Mr. Matney's living
trust, 90,520 shares owned indirectly through Mr. Matney's individual
retirement account, 307,500 shares issuable pursuant to stock options
granted under the Company's 1992 Non-Qualified Stock Option Plan (the
"1992 Plan") and the 1986 Incentive Stock Option Plan (the "1986 Plan").

(5) The Northwestern Mutual Life Insurance Company ("Northwestern"), an
insurance company, is deemed to have beneficial ownership of 852,000
shares as of December 31, 1997. Northwestern has sole voting power with
regard to 620,600 shares, shared voting power with regard to 231,400
shares and sole investment power with regard to 620,600 shares. The
information as to the beneficial ownership of Northwestern was obtained
from the Schedule 13G filed by that company.

(6) Wellington Management Company ("Wellington"), a registered investment
adviser, is deemed to have beneficial ownership of 638,400 shares as of
December 31, 1997, which are owned by numerous investment advisory
clients. Wellington has shared voting power with regard to 450,000 shares
and shared investment power with regard to 638,400 shares. The information
as to the beneficial ownership of Wellington was obtained from the
Schedule 13G filed by that company.

(7) FMR Corp. ("FMR") is deemed to have beneficial ownership of 613,600 shares
as of December 31, 1997. Fidelity Management & Research Company
("Fidelity"), a wholly-owned subsidiary of FMR and a registered investment
adviser, is the beneficial owner of 317,000 shares and Fidelity Management
Trust Company, a wholly-owned subsidiary of FMR and a bank as defined in
Section 3(a)(6) of the Securities Exchange Act of 1934, is the beneficial
owner of 296,600 shares. FMR has sole voting power with regard to 296,600
shares and sole investment power with regard to 613,600 shares. The
information as to the beneficial ownership of FMR was obtained from the
Schedule 13G filed by that company.

(8) Includes 17,000 shares held directly by Mr. Wedaman, 115,000 shares
issuable pursuant to stock options granted under the 1986 Plan and the
1995 Omnibus Stock Incentive Plan, as amended (the "1995 Plan"), and 2,742
shares allocated to the Mark VII, Inc. Savings and Investment Plan (the
"SIP Plan") account of Mr. Wedaman. Mr. Wedaman has sole investment power
and shared voting power with respect to the shares allocated to his SIP
Plan account.

(9) Includes 10,600 shares held in Mr. Graves' individual retirement account
and 120,000 shares issuable pursuant to stock options granted under the
1992 Plan. Of the 120,000 shares issuable pursuant to stock options,
80,000 are held indirectly through the James T. Graves Family Trust.

(10) Includes 3,400 shares owned directly and 18,000 shares issuable pursuant
to stock options granted under the 1992 and the 1995 Plans.

(11) Includes 3,250 shares owned jointly with Mr. Fitzgerald's wife and 12,000
shares issuable pursuant to stock options granted under the 1995 Plan.

(12) Includes 7,700 shares owned indirectly through the Robert E. and Zoeanna
Liss Trust, 5,600 shares owned indirectly through Mr. Liss's individual
retirement account, and 2,272 shares owned indirectly through Mr. Liss's
wife's individual retirement account.

(13) Includes 3,900 shares owned directly and 9,234 shares owned jointly with
Mr. Musacchio's wife.

3
6

(14) Includes 2,880 shares owned directly, 4,000 shares owned indirectly
through Mr. List's individual retirement account and 4,000 shares issuable
pursuant to stock options granted under the 1995 Plan.

(15) Includes 617,166 shares issuable pursuant to stock options granted under
the 1986, 1992 and 1995 Plans.

ELECTION OF DIRECTORS

The Board of Directors of the Company consists of seven members and is
divided into three classes with three-year staggered terms. Two nominees (the
"Class II Directors") are to be elected at this Annual Meeting to serve for a
term of three years or until their successors are elected and qualified. The
nominees for election as Class II Directors are David H. Wedaman and Dr. Jay U.
Sterling. The remaining five Directors will continue to serve as set forth
below, with three Directors (the "Class III Directors") having terms expiring at
the 1999 annual meeting of shareholders and two Directors (the "Class I
Directors") having terms expiring at the 2000 annual meeting of shareholders.
Each of the nominees for election as Class II Directors is now a Director of the
Company and has agreed to serve if elected. The shares represented by the
enclosed proxy will be voted, unless otherwise indicated, for the election of
the nominees for Class II Directors. In the unanticipated event that either or
both of the nominees for director should become unavailable, the Board of
Directors, at its discretion, may designate substitute nominees, in which event
such shares will be voted for such substitute nominees.

MANAGEMENT RECOMMENDS A VOTE FOR THE ELECTION OF THE TWO NOMINEES FOR
DIRECTOR NAMED BELOW.

NOMINEES FOR ELECTION AS CLASS II DIRECTORS FOR
A THREE-YEAR TERM EXPIRING AT THE 2001 ANNUAL MEETING

Director Principal Occupation for
Director Since Age Last Five Years and Directorships
- ---------------- -------- --- ---------------------------------

David H. Wedaman 1994 40 Executive Vice President of the Company since May 1991 and Chief
Operating Officer, Assistant Secretary and Assistant Treasurer of the
Company since September 1994. President, Chief Operating Officer
and Assistant Secretary of Mark VII Transportation Company, Inc.
("Mark VII"), the Company's principal operating subsidiary, since
February 1993. From March 1991 to February 1993, he was
Executive Vice President of Mark VII.

Dr. Jay U. Sterling (1)(2) 1995 64 Dr. Sterling has been an Associate Professor of Marketing and
Logistics at the University of Alabama, Tuscaloosa since 1984.
Dr. Sterling has a Doctor of Philosophy ("Ph.D.") degree in marketing
and logistics from Michigan State University. In addition to his
teaching responsibilities, he has performed research and written
extensively in the areas of transportation, distribution and logistics
management and has also consulted extensively in the areas of
transportation and logistics management. Prior to obtaining his
Ph.D., Dr. Sterling spent 25 years in industry with Whirlpool
Corporation and The Limited in various logistics related positions.

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CLASS III DIRECTORS CONTINUING IN OFFICE
WHOSE TERMS EXPIRE AT THE 1999 ANNUAL MEETING

Director Principal Occupation for
Director Since Age Last Five Years and Directorships
- ---------------- -------- --- ---------------------------------

R. C. Matney 1989 60 Chairman of the Board of the Company since February 1992
and President and Chief Executive Officer of the Company since July
1994. From May 1991 until February 1992, Mr. Matney was
President of the Company. Since July 1987, Mr. Matney has also
been Chairman of the Board and Chief Executive Officer of Mark VII.
From July 1987 to February 1993, he was also President of Mark VII.

Douglass Wm. List (1)(2) 1993 42 Since January 1988, Mr. List has been President of List & Company,
Inc., a management consulting firm in Baltimore, Maryland. Mr. List
has also been President, since 1992, of Railway Engineering
Associates, a firm involved in developing railroad technology. From
1988 to 1992, he was Vice President and General Manager of
Railway Engineering Associates. Since January 1997, Mr. List has
also been President of Moorgate, Inc., a registered investment
adviser. Mr. List is a director of Harmon Industries, Inc., a publicly
held company headquartered in Blue Springs, Missouri. Harmon
Industries, Inc. is a supplier of communication and safety-related
equipment for railroads worldwide.

William E. Greenwood (2) 1994 59 Mr. Greenwood is currently a self-employed consultant. He served
with the Burlington Northern Railroad Company, one of the largest
railroads in the United States and the principal subsidiary of
Burlington Northern Inc., a publicly held company headquartered in
Fort Worth, Texas, in various capacities from 1963 to 1994, serving
as Chief Operating Officer from 1990 to 1994. Mr. Greenwood is a
director of AmeriTruck Distribution Corporation, a large specialized
trucking company located in Fort Worth, Texas, that is privately held
and is an SEC registrant due to its public debt securities. He is a
director of Transport Dynamics, Inc., a privately held logistics
software development and service company located in Princeton,
New Jersey. He is a director of Box Energy Corporation, located in
Dallas, Texas, a publicly held, independent exploration and
production company primarily engaged in the exploration for, and
the development and production of oil and natural gas.

CLASS I DIRECTORS CONTINUING IN OFFICE
WHOSE TERMS EXPIRE AT THE 2000 ANNUAL MEETING

Director Principal Occupation for
Director Since Age Last Five Years and Directorships
- ---------------- -------- --- ---------------------------------

James T. Graves 1987 63 Secretary of the Company since May 1992, General Counsel of the
Company since March 1993 and Vice Chairman since May 1993.
President of Missouri-Nebraska Express, Inc. ("Mo-Neb"),
a subsidiary of the Company, from September 1991 to May 1993.

Thomas J. Fitzgerald (1) 1995 56 Mr. Fitzgerald has a law and transportation consulting practice based
in Lake Forest, Illinois, in which he has been engaged since 1990. In
that capacity he has counseled transportation companies, purchasers of
transportation and government agencies on a variety of projects,
including logistics, marketing, strategic positioning and acquisitions.

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

(1) Member of the Audit Committee.
(2) Member of the Compensation/Stock Option Committee.

THE BOARD OF DIRECTORS AND BOARD COMMITTEES

The Board of Directors held four meetings and acted by unanimous written
consent on ten separate occasions during 1997.

The Audit Committee consists of Dr. Jay U. Sterling (Chairman of the
committee), Thomas J. Fitzgerald and Douglass Wm. List. The functions of the
Audit Committee are to review significant financial information of the Company,
ascertain the existence of an effective accounting and internal control system,
oversee the audit function and recommend the appointment of independent auditors
for the Company. The Audit Committee held five meetings in 1997. A
representative of the Company's independent auditors was present at those
meetings, as well as at all of the regular Board meetings.

The Compensation/Stock Option Committee consists of Douglass Wm. List
(Chairman of the committee), William E. Greenwood and Dr. Jay U. Sterling. The
Compensation/Stock Option Committee reviews salaries and bonuses of executive
officers and administers employee bonus plans, including grants of stock options
under the 1995 Plan, and other Company compensation programs. The
Compensation/Stock Option Committee held five meetings in 1997.

The Company does not have a standing nominating committee.

All directors attended at least 75% of the total number of meetings
held in 1997 of the Board and committees on which they served.

DIRECTORS' FEES AND RELATED INFORMATION

Non-employee directors are compensated as follows: (i) a $500 per month
retainer, with an additional $250 per month for the chairman of each of the
Compensation/Stock Option Committee and the Audit Committee, (ii) meeting fees
of $1,500, $750 and $500 for each Board, committee and telephonic Board meeting
attended, respectively, (iii) an annual grant of options to purchase 4,000
shares of common stock pursuant to the 1995 Plan, which options are immediately
exercisable and expire three years from the date of grant, (iv) grants of 400
shares of common stock each quarter pursuant to the 1995 Plan and (v) standard
per diem rate of $1,500 per day spent on Company affairs which are outside of
normal director duties. In addition, the Company requires that each director
maintain a minimum shareholding in Company common stock of 700 shares for each
year of service as a director.

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9

EXECUTIVE OFFICERS AND KEY EMPLOYEES

NAME AGE POSITION
- ----------------- --- ------------------------------------------------------------

R. C. Matney 60 Chairman of the Board, President and Chief Executive Officer.

James T. Graves 63 Vice Chairman of the Board, General Counsel and Secretary.

David H. Wedaman 40 Executive Vice President, Chief Operating Officer, Assistant Secretary
and Assistant Treasurer; and President of Mark VII.

Philip L. Dunavant 33 Executive Vice President, Chief Financial Officer, Treasurer and Assistant
Secretary since November 1996. Vice President of Finance, Assistant
Secretary and Assistant Treasurer from January 1995 to November 1996.
From May 1993 to January 1995, he was Assistant Vice President, and from
May 1989 to May 1993, he was Controller of Mark VII.

Robert E. Liss 46 President/Special Services Division of Mark VII since January 1995; from May
1993 to January 1995, he was Vice President/Special Services Division of
Mark VII; from December 1992 to May 1993, he was Vice President of Mark VII.

Michael J. Musacchio 46 President/Logistics Services Division of Mark VII since June 1995; from
January 1993 to June 1995, he was Executive Vice President/Logistics
Services Division of Mark VII.

Executive officers will be elected annually by the Board of Directors
and will serve until their successors are elected or until resignation or
removal. There are no family relationships among any of the directors or
executive officers.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers and directors, and persons who beneficially own more than ten percent
(10%) of the Company's stock, to file initial reports of ownership and reports
of changes in ownership with the Securities and Exchange Commission (the "SEC")
and the NASD. Executive officers, directors and greater than ten percent (10%)
beneficial owners are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such forms furnished to the
Company and written representations from the executive officers and directors,
the Company believes that all Section 16(a) filing requirements applicable to
its executive officers, directors and greater than ten percent (10%) beneficial
owners were met except for the following exceptions. A Form 5 was filed by Mr.
Liss on February 17, 1998 reporting the transfer of shares owned by him directly
to the Robert E. and Zoeanna Liss Trust on June 16, 1997. A Form 5 was filed by
Mr. Graves on February 17, 1998, reporting the transfer of 80,000 stock options
granted pursuant to the 1992 Plan to the James T. Graves Family Trust on
November 20, 1997. Mr. Greenwood's Form 5 for the year ended January 3, 1998,
was filed on February 20, 1998.

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EXECUTIVE COMPENSATION

The following table summarizes, for each of the three fiscal years in
the period ended January 3, 1998, the compensation awarded, paid to or earned by
(i) each person who served as the Chief Executive Officer (the "CEO") of the
Company during 1997 and (ii) each of the four most highly compensated executive
officers (other than the CEO) whose total annual salary and bonus exceeded
$100,000 and who served as an executive officer of the Company or its
subsidiaries as of January 3, 1998 (collectively, the "Named Executive
Officers").

SUMMARY COMPENSATION TABLE

Long-Term
Compensation
------------
Securities
Annual Compensation Underlying
--------------------- Options/ All Other
Name and Principal Position Year Salary (1) Bonus SARs(#) Compensation
- ------------------------------ ---- ----------- -------- --------- ------------

R.C. Matney, Chairman of 1997 $ 234,988 $302,578 40,000 $ 35,000 (4)
the Board, President and 1996 239,507 130,660 - -
Chief Executive Officer 1995 234,988 117,500 - -

David H. Wedaman, Executive 1997 239,231 295,938 (2) 68,000 570 (3)
Vice President, Chief Operating 1996 203,365 150,000 (2) - 315 (3)
Officer and Director; 1995 177,520 91,875 (2) 80,000 305 (3)
President of Mark VII

Robert E. Liss, President 1997 125,008 469,223 - 927 (3)
Special Services Division 1996 127,412 513,450 - 951 (3)
of Mark VII 1995 126,208 383,243 - 696 (3)

Michael J. Musacchio, President 1997 125,000 323,788 - 1,000 (3)
Logistics Services Division 1996 127,404 319,851 - 1,000 (3)
of Mark VII 1995 123,388 239,882 - -

James T. Graves, Vice Chairman 1997 189,520 15,000 - 855 (3)
of the Board, Secretary, 1996 179,896 18,644 - -
General Counsel and Director 1995 175,569 18,356 - -

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

(1) Salary amounts included 53 weeks in 1996 and 52 weeks in 1997 and 1995.

(2) Includes performance bonuses of $180,000, $150,000 and $70,000 and cash
payments pursuant to stock appreciation rights ("SARs") of $115,938, $0 and
$21,875 in 1997, 1996 and 1995, respectively.

(3) Company matching contribution to the SIP Plan (a defined contribution plan).

(4) Initial club dues.

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11

The following two tables present information for the last completed
fiscal year relating to (i) grants to and exercises by the Named Executive
Officers of stock options granted pursuant to the 1986 Plan, the 1992 Plan and
the 1995 Plan and (ii) holdings at January 3, 1998 by the Named Executive
Officers of unexercised stock options granted pursuant to the 1986 Plan, the
1992 Plan and the 1995 Plan, and SARs granted pursuant to the Company's Stock
Appreciation Rights Program.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

Individual Grants
--------------------------- Potential Realizable Value
Number of % of Total at Assumed Annual Rates
Securities Options/SAR's of Stock Price Appreciation
Underlying Granted to Exercise or for Option Term (4)
Options/SAR's Employees in Base Price Expiration ---------------------------
Name Granted (#) Fiscal Year ($/Share) Date 5% ($) 10% ($)
- ---------------- ----------- ----------- ---------- ---------- --------- ----------

R.C. Matney 40,000 (1) 28% $14.63 10/01/07 $ 367,903 $ 932,340

David H. Wedaman 40,000 (2) 28% 14.63 04/10/07 367,903 932,340
28,000 (3) 19% 14.63 10/01/07 257,532 652,638

(1) Represents options to purchase 40,000 shares granted pursuant to the 1995
Plan. These options become exercisable ratably over five years beginning
October 1, 1998.

(2) Represents options to purchase 40,000 shares granted pursuant to the 1995
Plan. These options become exercisable ratably over five years beginning
April 10, 1998.

(3) Represents options to purchase 28,000 shares granted pursuant to the 1995
Plan. These options become exercisable ratably over five years beginning
October 1, 1998.

(4) The values presented in these two columns are required disclosures under
federal securities laws based on assumed stock price appreciation rates.
THESE ASSUMED APPRECIATION RATES ARE NOT DERIVED FROM THE HISTORIC OR
PROJECTED PRICES OF THE COMPANY'S COMMON STOCK OR RESULTS OF OPERATIONS OR
FINANCIAL CONDITION AND THEY SHOULD NOT BE VIEWED AS A PREDICTION OF
POSSIBLE PRICES FOR THE COMPANY'S COMMON STOCK IN THE FUTURE.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAREND OPTION/SAR VALUES

Number of Securities Value of Unexercised
Underlying Unexercised In-the Money
Options/SARs at Options/SARs at
Shares Fiscal Yearend Fiscal Yearend (1)
Acquired On Value ---------------------------- ---------------------------
Name Exercise(#) Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------

R.C. Matney None None 307,500 352,500 $ 3,343,125 $3,131,875

David H. Wedaman None None 115,000 128,000(2) 1,360,375 632,250

James T. Graves None None 120,000 - 1,515,000 -

(1) Based on the year end market price of $16.75.

(2) Includes 14,000 shares of common stock with respect to which SARs have been
granted.

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

Each of the Named Executive Officers has an employment contract with
the Company which could result in termination or resignation payments in excess
of $100,000. A summary of the base salary and terms provided in the employment
contracts follows:

Name Base Salary Expiration of Contract
- ---------------- ----------- ----------------------

R.C. Matney $ 280,000 April 1, 2002
David H. Wedaman 240,000 January 1, 2000
Robert E. Liss 125,000 30 days' notice by either party(1)
Michael J. Musacchio 125,000 30 days' notice by either party(1)
James T. Graves 175,000 30 days' notice by either party(1)

(1) Subject to the termination payments discussed below.

Each of the contracts provides for payment of the contracted base
salary and benefits after termination as follows:

Event of Termination Pay Subsequent to Termination
-------------------- -----------------------------

Death or Disability One year
Termination by Company, except for cause Remainder of contract term (or one year if no specified term)

Under each of the contracts, the Company's obligation is reduced following an
event of termination if the terminated executive becomes employed during the
payment period. Mr. Wedaman may be terminated by the Company for failure to
achieve in any given year 50% of the pretax profit projected in the Company's
business plan for his business unit for such year, in which case he will receive
his base salary and benefits for only one year following the date of
termination. Each of Messrs. Liss and Musacchio may be terminated by the Company
with no further payments for failure to achieve pretax profit (as defined in
their respective agreements) of $250,000 in his business unit for any year. If
either of Messrs. Liss or Musacchio is terminated following a year in which
$250,000 of pretax profit was achieved, he will receive the greater of (i) three
times his prior year's compensation or (ii) $1.4 million. In the event either of
these two contracts is terminated because pretax profit of $250,000 was not
attained but the respective business unit was profitable, the Company may extend
for up to three years the confidentiality, non-compete and prohibition against
solicitation of employees provisions of the respective agreements by continuing
to pay the base salary and making advance annual payments of $300,000 for the
first year, $300,000 for the second year and $50,000 for the third year to Mr.
Liss and $250,000 for the first year, $200,000 for the second year and $200,000
for the third year to Mr. Musacchio. Upon Mr. Graves' termination of employment,
he will receive one year's base salary and benefits. The Company may extend the
confidentiality, non-compete and prohibition against solicitation of employees
provisions for up to three years beyond the terms of the contracts of Messrs.
Matney, Wedaman and Graves by continuing to pay all base salary, bonuses and
benefits set forth under each of their respective contracts.

BOARD COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION

The Company's executive compensation program is administered by the
Compensation/Stock Option Committee of the Board of Directors (the "Committee"),
which is comprised of three non-employee directors.

The objective of the Company's executive compensation program is to
provide the compensation necessary to attract, motivate and retain dedicated and
talented executives and to provide a link between the success of the Company's
executives and its shareholders. The Committee believes that a significant
portion of the compensation of the Company's executive officers should be tied
to the performance of the Company and, where appropriate, to the performance of
specific business units for which the executives are responsible. Thus, the
program seeks to achieve these objectives through a combination of annual
salaries, performance-based bonuses and stock options.

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13

The Committee reviews its executive compensation program continually to
ensure that the Company's executive officers are being appropriately compensated
in comparison to their respective responsibilities with the Company, the results
of the Company's business operations and compensation paid to comparable
executives at similar companies. The Committee considers several factors in its
review of executive compensation, including: (i) compensation of executives
holding comparable positions of responsibility at transportation services
companies of similar size and type of operation as the Company, including, Hub
Group, Inc., Fritz Companies, Inc., Air Express International Corporation,
Circle Financial Group and Expeditors International of Washington, Inc. (the
"Peer Group"); (ii) each executive's experience and performance history with the
Company and with previous employers and his or her suitability for his or her
present assignment; (iii) each executive's past compensation arrangements with
the Company; (iv) corporate performance; and (v) performance of business units
for which the executive is responsible. The Committee generally does not
consider the performance of the companies that comprise the Peer Group in
establishing executive officers' base salary ranges, although, as noted below
under "CEO Compensation", a significant portion of Mr. Matney's potential annual
cash bonus is directly related to the Company's shareholder return as compared
with the shareholder returns for the Peer Group. The Committee believes that the
Company's executive officers' total compensation is competitive with the
industry, although base salary ranges generally are below the industry median.

BASE SALARY

The minimum base salary of each of the Company's executive officers is
established in employment agreements between each such officer and the Company.
The Committee reviews the base salaries of the Company's executives annually
based on the factors described above and recommends adjustments where
appropriate. Based on the Committee's review, Mr. Wedaman's salary has been
adjusted. Under Mr. Wedaman's employment agreement dated January 1, 1997, his
base salary was increased to $240,000 for 1997 from $200,000 in 1996.

ANNUAL BONUS

The Committee establishes a bonus program for each executive officer that
is designed to implement the Committee's compensation philosophy with respect to
bonus payments. The bonus programs for executives who are in charge of
particular business units are based on the profitability of their respective
business units. In most circumstances, this program is set forth in the
executive's employment agreement.

According to Mr. Wedaman's employment agreement, his bonus program is
based on the pretax profit earned by his business unit as compared to the pretax
profit of the unit for the prior fiscal year. Mr. Wedaman's bonus ranges from
30% of his base salary if the pretax profit of his business unit exceeds the
pretax profit of the unit for the prior fiscal year by 110% up to 70% of his
base salary if the pretax profit of his business unit exceeds the pretax profit
of the unit for the prior fiscal year by 125%.

Each of Messrs. Liss's and Musacchio's employment agreements provides for
an annual bonus of 25% of pretax profit (computed on the basis of generally
accepted accounting principles consistently applied and defined in the
respective agreements) earned by his respective business unit, subject to
specific reductions under certain circumstances.

STOCK OPTIONS/SARS

The Committee has the discretion to grant awards of stock options or SARs
to the Company's executive officers. The Committee has not established
performance factors of general application for the grant of stock options or SAR
awards, but instead makes such decisions based on specific issues.

In 1990, Mr. Wedaman was granted stock appreciation rights with respect
to 14,000 shares of the Company's common stock. The stock appreciation rights
provide for cash payments to holders of the rights for increases in the market
prices of the Company's common stock as of April 1 of each year. The adjusted
base price as of April 1, 1997 was $15.25, as compared to the base price of
$8.63 per share at April 1, 1996. Accordingly, a payment of $115,938 was made to
Mr. Wedaman under this program in 1997. The base price is adjusted each April 1
if the market closing price on that date is greater than the previous base
price.

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14

During 1997, Mr. Wedaman was granted options to purchase 68,000 shares of
the Company's common stock pursuant to the 1995 Plan. On April 10, 1997, he was
granted options to purchase 40,000 shares and on October 1, 1997, he was granted
additional options to purchase 28,000 shares. The options were granted with an
exercise price of $14.63, the closing price of the Company's common stock on
both of the respective grant dates of such options. The options vest over five
years, beginning on the first anniversary of the grant date, and expire 10 years
from the date of grant, if not exercised by such time.

CEO COMPENSATION

As with all executive officers of the Company, the compensation of the
CEO is reviewed by the Committee on a regular basis in comparison to
compensation paid to executives holding comparable positions of responsibility,
including those employed at Peer Group companies. The Committee considers the
same factors when determining CEO compensation as it does when it sets
compensation of the Company's other executive officers. Based on such review,
Mr. Matney's base salary was increased to $280,000, and he was granted options
to purchase 40,000 shares of the Company's common stock pursuant to the 1995
Plan at an exercise price of $14.63 per share (the closing price of the
Company's common stock on October 1, 1997, the date of the grant of such
options). These options vest over five years, beginning October 1, 1998, and
expire on October 1, 2007, if not exercised by such time.

Pursuant to his employment agreement, as amended, Mr. Matney is paid two
annual cash bonuses. Effective January 1, 1998, the first bonus is based upon
the increase in consolidated income from continuing operations before income tax
("net pre-tax income") as compared to the increase prescribed in the Company's
operating plan. If the Company's increase in net pre-tax income is equal to or
greater than the planned increase in net pre-tax income, Mr. Matney will receive
a bonus in the amount of $140,000 (50% of his base salary) plus the percentage
by which the increase in net pre-tax income exceeds the planned percentage
increase, if any, multiplied by $140,000. If the increase in net pre-tax income
is less than the planned increase but greater than 25% of the planned increase,
Mr. Matney will receive the percentage of the planned increase in net pre-tax
income attained multiplied by $140,000. If the increase in net pre-tax income
attained is less than 25% of the planned increase, Mr. Matney will receive no
bonus under this provision of the agreement. Prior to January 1, 1998, this
agreement provided for a bonus, which was limited to 50% of his base salary,
equal to his base salary ($235,000 at that time) multiplied by the percentage by
which net pre-tax income exceeded a prescribed base. The base, which increased
25% annually, was $8,202,000 for 1997. For 1997, net pre-tax income exceeded
that amount by 55%, resulting in the maximum 50% bonus, or $117,500. The second
bonus is an amount equal to his base salary multiplied by the percentage
increase (if any) in the Company's stock price per share in excess of the
increase in the stock price per share of the Peer Group measured from July 1 to
June 30. Thus, a significant portion of Mr. Matney's potential bonus is directly
related to the Company's shareholder return as compared with the shareholder
returns of the Peer Group. For 1997, this second bonus computation resulted in a
bonus of $117,500 for Mr. Matney, the maximum amount under this provision.

Mr. Matney also receives an additional bonus, payable monthly, that is
directly linked to the ability of shareholders to realize the value of their
investment in the Company on a current basis. Effective January 1, 1998, this
additional bonus is an amount equal to 600 times the average fair market value
of the Company's common stock during the month for which the bonus is paid.
Prior to January 1, 1998, the bonus was an amount equal to 400 times the average
fair market value of the Company's common stock and Mr. Matney received monthly
bonuses pursuant to this provision of $68,000 in the aggregate during 1997.

The Committee has not yet adopted a policy with respect to the $1,000,000
limitation of deductibility of executive compensation under Section 162(m) of
the Internal Revenue Code of 1986, as amended, since current compensation levels
fall well below that amount.

Douglass Wm. List William E. Greenwood Jay U. Sterling, Ph.D.

12
15

REPORT OF AUDIT COMMITTEE CHAIR

The Audit Committee is comprised of three independent directors who are
not officers or employees of the Company. The Audit Committee oversees the
Company's financial reporting practices and internal controls to ensure that
their quality, integrity and objectivity are sufficient to protect shareholder
assets. This task is accomplished by meeting with the Company's independent
public accountants, management and internal auditors to assure that all are
carrying out their respective responsibilities, and to review pending litigation
and financial reporting matters. The Audit Committee is also responsible for
recommending the selection of the Company's independent auditors to the Board of
Directors and the outsourcing of internal audit activities. Both the independent
and internal auditors have unrestricted access to the audit committee, with or
without management being present.

Jay U. Sterling, Ph.D.

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16

PERFORMANCE GRAPH

The following chart compares cumulative total stockholder returns,
assuming the investment of $100 on December 31, 1992: (i) in the Company's
common stock; (ii) in the Nasdaq Stock Market-U.S. Index; and (iii) in the
Nasdaq Trucking and Transportation Index. Total return assumes reinvestment of
dividends for the indexes. The Company has never paid dividends on its common
stock and has no plans to do so.

MARK VII, INC. NASDAQ STOCK MARKETS-US NASDAQ TRUCKING & TRANSPORTATION
-------------- ----------------------- --------------------------------

12/92 100 100 100
12/93 157 115 121
12/94 150 112 110
12/95 207 159 128
12/96 369 195 142
12/97 443 240 182

The Company will provide to shareholders, without charge, a list of the
component companies in the Nasdaq Trucking and Transportation Index. Requests
for the list should be addressed to Mark VII, Inc., 965 Ridge Lake Boulevard,
Suite 103, Memphis, Tennessee, Attention: Carol Clement, Manager of Financial
Reporting.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with affiliates of the Company have been and will be made on
terms no less favorable to the Company than could be obtained from unaffiliated
third parties. In addition, the Board has adopted a formal policy of not
entering into transactions with officers or affiliates of the Company unless the
Board makes a specific finding that not to enter into such transaction would be
contrary to the best interests of the Company and its public shareholders. Any
such transactions, including loans, with officers or affiliates and/or
shareholders of the Company require the approval of a majority of the
disinterested directors.

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RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

For the Company's 1997 fiscal year, Arthur Andersen LLP audited the
consolidated financial statements of the Company, including reports to the SEC
and others. It is anticipated that representatives of Arthur Andersen LLP will
attend the Annual Meeting, will have the opportunity to make a statement and
will be available to respond to questions by shareholders.

Company management and the Audit Committee of the Board of Directors will
make their recommendation with respect to the method of selection and/or
retention of an independent public accounting firm for the year 1998 at a
meeting of the Board of Directors subsequent to the Annual Meeting of
Shareholders.

SHAREHOLDER PROPOSALS

In the event any shareholder intends to present a proposal at the Annual
Meeting of Shareholders to be held in 1999, such proposal must be received by
the Company, in writing, on or before December 18, 1998, to be considered for
inclusion in the Company's next voting Proxy and Proxy Statement.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ James T. Graves
------------------------------------
James T. Graves
Secretary

April 17, 1998

18
APPENDIX A

PROXY
MARK VII, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 21, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints R.C. Matney, James T. Graves and Philip
L. Dunavant, jointly and individually, as Proxies, each with full power of
subscription and hereby authorizes them to represent and to vote, as designated
below, all the shares of common stock of Mark VII, Inc. which the undersigned
would be entitled to vote, as designated below, if personally present at the
Annual Meeting of Shareholders to be held on May 21, 1998, or any adjournment or
postponement thereof.

ELECTION OF DIRECTORS

FOR ALL NOMINEES LISTED BELOW WITHOUT AUTHORITY
(except as marked to the contrary below) (to vote for all nominees below)

INSTRUCTIONS: To withhold authority to vote for any individual nominee strike a
line through the nominee's name.

DR. JAY U. STERLING, DAVID H. WEDAMAN

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED FOR ALL NOMINEES FOR DIRECTOR.

Please date, sign and return this Proxy card by mail. Postage prepaid.

Date: , 1998
--------------------------------

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

(PLEASE SIGN EXACTLY AS NAME APPEARS ON
STOCK CERTIFICATES. WHERE STOCK IS
REGISTERED JOINTLY, ALL OWNERS MUST SIGN.
CORPORATE OWNERS SHOULD SIGN FULL CORPORATE
NAME BY AN AUTHORIZED PERSON. EXECUTORS,
ADMINISTRATORS, TRUSTEES OR GUARDIANS SHOULD
INDICATE THEIR STATUS WHEN SIGNING.)