TRISM, INC.
                    OFFICER'S CERTIFICATE


     The undersigned James G. Overley (i) hereby certifies
that he is the duly elected Senior Vice President of Finance
and Treasurer of TRISM, Inc., a Delaware corporation (the
"Company"), and that he is authorized to execute and deliver
this Certificate in the name and on behalf of the Company
and (ii) as required by Sections 501 and 1209 of the
Indenture, dated as of December 15, 1993, among the Company,
as Issuer, the Guarantors named therein and First Trust
National Association, as Trustee, as amended (the
"Indenture"), hereby certifies as follows (capitalized terms
used but not defined herein shall have the meanings ascribed
to them in the Indenture):


     (1)  On June 10, 1999, the Board of Directors of the
Company determined that the Company will not make the June
15, 1999 interest payment aggregating $4.6 million on its 10
3/4% Senior Subordinated Notes due 2000 issued pursuant to
the Indenture (the "Notes").

     (2)  Failure to timely make such payment constitutes a
Default under the Indenture.

     (3)  The Company has commenced discussions with
representatives of certain holders of the Notes seeking to
effectuate a consensual restructuring of the obligations
thereunder.  It is anticipated that such restructuring would
not affect the operations of the Company, and that all of
the Company's trade and leasing obligations would be paid in
accordance with their terms.

     IN WITNESS WHEREOF, I have hereunto set my hand this
10th day of June, 1999.


                              TRISM, INC.

                              By: /s/ James G. Overley
                                   James G. Overley
                                   Senior Vice President of
                                   Finance and Treasurer