<PAGE>                            

                              M.S. Carriers, Inc.
                              3171 Directors Row
                              Memphis, TN 38116

                              March 28, 1996

Securities and Exchange Commission
Washington, D.C.  20549

Gentlemen:

Pursuant to the requirements of the Securities Exchange Act of 1934, we are
transmitting herewith the attached Form 10-K.

Sincerely,

s/ M.J. Barrow

M.J. Barrow, Senior Vice President

<PAGE>
                                United States
                      Securities and Exchange Commission
                            Washington, D.C. 20549

                                  Form 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [Fee Required]

For the fiscal year ended December 31, 1995

Commission file number 0-14781


                               M.S. Carriers, Inc.              
              (Exact name of registrant as specified in its charter)
                                    
         Tennessee                                     62-1014070
(State or other jurisdiction of                     (I.R.S. Employer  
incorporation or organization)                  Identification Number)    

   
3171 Directors Row, Memphis, TN                        38116
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code:  (901) 332-2500

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

             Common Stock, $.01 Par Value
   
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter periods that the registrant was required to filed
such reports), and (2) has been subject to such filing requirements
for the past 90 days.    Yes   X      No        

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to 
the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K. [ ]

  The aggregate market value of the registrant's $.01 par value common stock 
held by non-affiliates of the registrant as of March 1, 1996 was $151,196,560 
(based on the closing sale price of $16.6875 per share on that date, as 
reported by NASDAQ).
  
  As of March 1, 1996, 12,347,634 shares of the registrant's common stock were
outstanding. 
  
Documents Incorporated by Reference

 No documents are incorporated by reference.



                                  1 

<PAGE>

                               PART I

ITEM 1. BUSINESS

  M.S. Carriers, Inc. is a transportation company primarily engaged in the 
hauling of truckload shipments of general commodities throughout the United 
States and the provinces of Quebec and Ontario in Canada.  The Company has both 
common and contract authority, granted by the Interstate Commerce Commission 
to transport any type of freight (except certain types of explosives, 
household goods and commodities in bulk) from any point in the continental 
United States to any other point in any state over any route selected by 
the Company.  The Company has authority in Canada granted by the Quebec 
Transport Commission and the Ontario Highway Transport Board to haul general 
commodities from points in the United States to points in Quebec and Ontario 
and from points in Quebec and Ontario into the United States.  The Company 
also provides interline service to and from Mexico.

  The Company's primary line-haul traffic flows are between the
Middle South and the Southwest, Midwest, Central States,
Southeast and Northeast.  In addition, the Company operates
regional networks which serve the Southeast, Southwest, Middle
South, Central States and Northeast.  The average length of a trip
(one-way) was approximately 584 miles in 1995 and 617 miles in 1994.
The principal types of freight transported are packages, retail
goods, nonperishable foodstuffs, paper and paper products,
household appliances, furniture and packaged petroleum products.

Marketing

  M.S. Carriers, Inc. has targeted the service-sensitive segment of
the transportation market rather than that segment which uses price as
its primary consideration.  The Company has chosen to provide premium
services and charge compensating rates rather than to compete
solely on the basis of price.  The principal elements of the
Company's premium service are dependable late-model equipment
which allows timely deliveries, multiple and appointment pickups
and deliveries, assistance in loading and unloading, the
availability of extra trailers which can be placed for the
convenience of customers and sufficient equipment to respond
promptly to customers' varying requirements.

  The Company's individualized service requires a strong commitment
to marketing.  The Company's marketing efforts concentrate on
attracting customers that ship multiple loads from numerous
locations that complement the Company's existing traffic flows.
As shipping patterns of existing customers expand or change, the
Company attempts to obtain additional customers to complement the
new traffic flows.  Thus, the effort to attract new customers
varies from time to time depending upon growth or changes in the
shipping patterns of existing customers.

  The Company's major revenue sources are the medium to long line-haul and
the regional short-haul segments of the dry van truckload market.  In 
these markets, the Company focuses on customers who value the broad 
geographic coverage, premium services and flexibility available from a larger 
carrier.  These customers generally prefer to have their freight handled by a 
few carriers with whom they can establish long-term relationships.  The 
Company also provides dedicated fleet services and logistics services.  
These services supplement the Company's strengths in its traditional markets 
and position the Company to meet the anticipated needs of its customers.



                                  2
<PAGE>

  The Company had revenues of $28 million in both 1995 and 1994 from freight
shipments having either a point of origin or a point of destination in 
Mexico.  These shipments represented approximately 8.4% and 9.6%, 
respectively, of total revenues for 1995 and 1994.

  The largest 25, 10 and 5 customers accounted for approximately
63%, 48% and 35%, respectively, of the Company's revenues during
1995.  Most of these customers are large, publicly-held companies.
One customer, Sears, accounted for approximately 18% of the
Company's revenues during 1995 and 15% in 1994.  No other
customer accounted for more than 10% of the Company's revenues
during 1995 or 1994.

Operations

  The Company's operations are designed to maximize efficiency
while maintaining the emphasis placed on providing premium
service to customers.  Through the use of the Company's information
and satellite tracking systems, the location of all shipments and 
equipment is continuously monitored to coordinate routes and increase
equipment utilization.  The Company's usual hauling method
requires the unit carrying the shipment to proceed directly from
origin to destination with no delay enroute occasioned by a
change of drivers, relays or circuitous routing.  The Company's
customer service department maintains constant customer contact
regarding overall service requirements and specific freight
movements and also attempts to produce backhauls for each unit.

  Because the average trip has been approximately 600 miles, most of
the Company's shipments are hauled by one driver rather than two.
The relatively short trips ordinarily run by the Company make
this method of operation preferable to team operations.  Each of
the Company's over-the-road tractors is equipped with a sleeper
cab so that the driver can comply with the Department of
Transportation's hours of service guidelines.

Competition

  The entire transportation industry, including the trucking industry, is 
highly competitive. The Company competes primarily with other truckload 
carriers.  Competition for the freight transported by the Company is based, 
in the long-term, primarily on service and efficiency and, to a lesser 
degree, on freight rates.  Several other truckload carriers have substantially 
greater financial resources, own more equipment or carry a larger volume of 
freight than the Company.

  During 1995, the Company experienced the effects of intense competition in 
some of the markets which it serves.  This competition reduced the demand for
the Company's services in these markets.  Management attributed this to an
overcapacity of equipment servicing these markets as well as reduced freight
requirements of shippers in those markets during 1995 as compared to 1994.  
Accordingly, the Company scaled down the number of planned additions to 
its fleet in 1995 while seeking to obtain additional freight from customers 
in more favorable markets.



                                  3
<PAGE>

Regulation

  The Company is a motor carrier regulated by the Interstate Commerce 
Commission and the United States Department of Transportation.  Additionally, 
such matters as weight and dimensions of equipment are subject to
federal, state and international regulations. The Company believes that it
is in substantial compliance with all licensing and regulatory requirements
in each jurisdiction in which it operates.

Seasonality

  In the trucking industry generally, results of operations tend to show a 
seasonal pattern as some customers reduce shipments during and after the 
winter holiday season and during the summer months due to temporary plant
closings for vacations.  Revenues can also be affected by bad weather and
holidays, since revenue is directly related to available working days.  
Furthermore, operating expenses historically have been higher in the winter
months due primarily to decreased fuel efficiency and increased maintenance
costs of revenue equipment in cold weather.

Fuel

  Shortages of fuel or increases in fuel prices could have a materially adverse
effect on the operations and profitability of the Company.  Although fuel 
prices have been relatively stable over the past few years, the Company can 
not predict future fuel supplies or prices.

  The Company maintains fuel storage tanks at certain of its terminals.  Leakage
or damage to these tanks could subject the Company to environmental clean-up
costs.

Drivers and Employees

  The Company recognizes the importance of maintaining a professional driver
work force.  The Company has established several programs to increase driver
loyalty and to give drivers a stake in the Company.  The drivers
are compensated on the basis of miles driven and other services  
such as loading and unloading and number of deliveries.  Base pay 
for miles driven increases with a driver's length of employment 
with the Company.

  The Company maintains a defined contribution plan under Section
401(k) of the Internal Revenue Code for drivers and all other
employees.  The Company matches 50% of the employee's
contribution, but limited to a maximum of 3% of the employee's
compensation. 

  Drivers are selected in accordance with specific Company guidelines
relating primarily to safety records, driving experience and
personal evaluations.  Once selected, a driver is trained in all
phases of Company policies and operations as well as safety
techniques and fuel efficient operation of equipment.  In
addition, all new drivers must pass a road test prior to
assignment to a vehicle.  Recognizing the importance of driver
contact while on the road for extended periods, the Company
maintains an electronic mailbox system which allows the drivers
to transmit and receive messages 24 hours a day, equips each of its
tractors with a mobile two-way satellite communication system and
maintains regular telephonic contact between dispatchers and drivers.



                                  4
<PAGE>

  The Company also recognizes that owner-operators provide the Company
with another source of drivers to support its operations.  Owner-
operators are independent contractors which supply their own tractors and 
drivers, and are responsible for their operating expenses in return for a 
negotiated fee based upon number of miles driven and accessorial services 
provided.  While the Company's primary benefit from owner-operators is the  
acquisition of the services of a qualified driver, an additional benefit
is the Company requires less capital for growth as owner-operators 
provide their own tractors.  The Company intends to continue its emphasis 
on recruiting owner-operators.

  Since competition for qualified drivers is intense, the Company
emphasizes the importance of attracting and retaining qualified
drivers.  The Company employs eight full-time driver recruiters
and two full-time owner-operator recruiters.  The driver
compensation programs, together with the Company's late-model
equipment and relatively short trips, provide important
incentives to attract and retain qualified drivers.  Despite these
incentives, the Company experiences difficulty from time to time
in attracting and retaining qualified drivers.

  At December 31, 1995, the Company employed 2,947 persons, of whom
2,139 were drivers, 262 were mechanics and other equipment
maintenance personnel, and 546 were support personnel including
management and administration.  The Company also leased 253 tractors
with qualified drivers from owner-operators. 

  None of the Company's employees are represented by a collective
bargaining unit, and management considers the Company's relationship
with its employees to be excellent.

ITEM 2. PROPERTIES

Office and Terminal Facilities

  The Company's executive offices and principal terminal are located in 
Memphis, Tennessee on 3-acre and 48-acre tracts of land, respectively,
both of which are owned by the Company.  The executive offices have 
57,000 square feet of office space.  The principal terminal consists of 
52,000 square feet of office space and 41,000 square feet of maintenance 
facilities. 

  The Company owns office and maintenance facilities of 34,500 square 
feet in Columbus, Ohio, 16,500 square feet in Laredo, Texas, 16,500 
square feet in Martinsburg, West Virginia and 45,500 square feet in
Atlanta, Georgia.  Additionally, the Company owns a 3,000 square 
foot office and terminal on a 4-acre tract of land in Tupelo, Mississippi.
                                      
  The Company leases several small offices and/or trailer parking yards
throughout the country.

Revenue Equipment

  The Company has a policy of purchasing standardized tractors and
trailers manufactured to the Company's specifications.  At
December 31, 1995, the Company owned and operated 2,078 Company-
owned tractors and leased 253 tractors owned by owner-operators.  
The Company's tractors include 2,057 over-the-road and 21 local tractors. 
The Company owns 7,190 van trailers, of which 934 are 48 feet long and 
6,256 are 53 feet long; all trailers are 102 inches wide with a minimum 
of 109.5 inches of inside height.  Most of the tractors are manufactured 
by Freightliner and most of the trailers are manufactured by Lufkin or 
Great Dane.



                                  5
<PAGE>

  Standardization enables the Company to simplify driver training,
control the cost of spare parts inventory and enhance its
preventive maintenance program.  The Company adheres to a
comprehensive maintenance program, based on the amount of use of
the tractor, designed to minimize equipment down-time and enhance
the resale value of all of its equipment.  During 1995, the Company 
reduced its trade cycle on tractors from 5 years to 4 years.  The Company 
constantly monitors the fuel efficiency of its power equipment.  The miles-
per-gallon average of the entire fleet was approximately 6.03 in
1995.

The following table shows the type and age of equipment operated
by the Company at December 31, 1995:
<TABLE>
<CAPTION>
Model Year    Over-the-Road    48-Foot        53-Foot
               Tractors        Trailers       Trailers
_______________________________________________________
<S>          <C>             <C>              <C>
1996           388                              993  
1995           635                            1,930
1994           341             222              926
1993           601             209            1,015
1992            84             250              306
1991                                            225
1990             1                              500
1989             1             154              172
1988                            43              189
1987             4              38  
1986             2              16 
1985                             2   
            ___________________________________________
             2,057             934            6,256
            ___________________________________________
            ___________________________________________

</TABLE>

ITEM 3. LEGAL PROCEEDINGS

  The Company is a party to routine litigation incidental to its
business, primarily involving claims for personal injuries and
property damage incurred in the transportation of freight.  The
Company believes adverse results in one or more of these cases
would not have a material adverse effect on its financial position
or its results of operations.  The Company self-insures up to
$1,000,000 for liability and property damage claims arising out of a
single occurrence.  In addition, the Company self-insures up to an
aggregate amount of $750,000 for liability and property damage claims
in excess of $1,000,000 arising out of a single occurrence.  The Company 
maintains insurance which covers liability in excess of the self-insured 
amounts at coverage levels that management considers adequate.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

  No matters were submitted to a vote of security holders during
the fourth quarter of 1995.



                                  6

<PAGE>
                             PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
        AND RELATED STOCKHOLDER MATTERS

Price Range of Common Stock

 The Company's Common Stock is traded in the over-the-counter market
under the symbol MSCA.  The following table sets forth, for the
calendar periods indicated, the high and low sales prices for the
Company's Common Stock as reported by the National Association of
Securities Dealers Automated Quotations System (NASDAQ).
<TABLE>
<CAPTION>
                High      Low
              __________________
<S>            <C>       <C>
1995          
1st Quarter    25 1/4    21
2nd Quarter    25        16 5/8
3rd Quarter    20 3/4    15 3/4
4th Quarter    20 1/4    15 1/4

1994
1st Quarter    28 1/2    20 1/2
2nd Quarter    23 1/4    18 3/4
3rd Quarter    25 1/4    19 1/2
4th Quarter    25        20
          
</TABLE>

  As of March 1, 1996, the Company's common stock was held by approximately
4,000 stockholders of record or through nominee or street name accounts
with brokers.

Dividend Policy

  The Company has never paid a cash dividend on its Common Stock.  It
is the current intention of the Company's Board of Directors to
continue to retain earnings to finance the growth of the Company's
business rather than to pay dividends.  Future payment of cash
dividends will depend upon the financial condition, results of
operations and capital commitments of the Company as well as other
factors deemed relevant by the Board of Directors.



                                  7 
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

  The following selected financial data should be read in conjunction
with the financial statements and notes thereto appearing elsewhere
herein.
<TABLE>
<CAPTION>

                                               Year ended December 31
                                     1995      1994      1993      1992      1991      
                                ______________________________________________________
                                   (In thousands, except per share amounts)
<S>                              <C>         <C>         <C>       <C>       <C>
Statement of income data:                         
 Operating revenues              $333,070    $292,883    $224,716  $181,303  $152,569  
 Operating expenses:                     
   Salaries, wages and benefits   126,176     111,493      84,820    66,568    55,648    
   Operations and maintenance      66,961      64,498      60,880    52,077    44,973    
   Taxes and licenses              10,024       8,746       6,901     6,040     4,965    
   Insurance and claims            15,666      14,471       9,545     8,035     7,863    
   Communications and utilities     6,081       4,698       4,135     3,279     2,803    
   Depreciation and amortization   39,143      33,694      27,360    21,866    18,186    
   Rent and purchased 
    transportation                 41,946      23,564       4,246     1,358     1,603    
   Other                            2,435       2,058       1,792     1,706     1,161    
                                ______________________________________________________

  Total operating expenses        308,432     263,222     199,679   160,929   137,202   
                                ______________________________________________________
 
  Operating income                 24,638      29,661      25,037    20,374    15,367   
  Interest expense                 (4,076)     (1,802)     (2,041)   (2,463)   (2,535)  
  Other (expense) income              (25)        147         118        68       151   
                                ______________________________________________________
 
 Income before income taxes and 
   cumulative effect of change  
   in accounting for income 
   taxes                           20,537      28,006      23,114    17,979    12,983    
 Income taxes                       7,386      10,856       9,512     7,405     5,223    
                                ______________________________________________________

 Income before cumulative effect 
   of accounting change            13,151      17,150      13,602    10,574     7,760    
 
 Cumulative effect as of 
   January 1, 1993 of change 
   in accounting for income 
   taxes                                                      500
                                ______________________________________________________ 
                                 
 Net income                       $13,151     $17,150     $14,102   $10,574    $7,760    
                                ______________________________________________________
                                ______________________________________________________
 
Earnings per share:                       
  Income before cumulative 
    effect of accounting change     $1.01       $1.31       $1.13     $0.97     $0.73    

  Cumulative effect of 
    accounting change                                        0.04
                                ______________________________________________________ 

  Net income                        $1.01       $1.31       $1.17     $0.97     $0.73     
                                ______________________________________________________ 
                                ______________________________________________________
</TABLE>



                                  8

<PAGE>
<TABLE>
<CAPTION>

                                                       December 31
                                     1995      1994        1993        1992       1991       
                                _______________________________________________________
                                                    (In thousands)

<S>                              <C>         <C>         <C>        <C>        <C>
Balance sheet data:  
 Total assets                    $279,934    $276,073    $198,960   $150,842   $122,275  
 Long-term obligations             47,377      51,187      17,985     32,693     26,799    
 Stockholders' equity             152,524     147,924     131,939     71,969     61,293    

</TABLE>
<TABLE>
The following tables set forth data regarding the freight revenues, 
operations, revenue equipment and employees of the Company.

<CAPTION>
                                     1995      1994      1993      1992      1991     
                                ______________________________________________________
For the year ended December 31:                     
<S>                              <C>         <C>         <C>       <C>      <C>
 Operating ratio (1)               92.6%       89.9%       88.9%     88.8%    89.9%    
 Average number of truckloads      
   per week (2)                   8,265       6,971       5,759     4,300    3,324    
 Average revenues per tractor 
   per week (2)                  $2,569      $2,613      $2,530    $2,575   $2,597   
 Average miles per trip (2)         584         617         618       693      765      
 Average revenue per mile (2)     $1.25       $1.26       $1.19     $1.17    $1.15    
                      
At December 31:                      
 Total tractors operated
  Company owned                   2,078       2,106       1,854     1,460    1,227
  Owner-Operator Owned              253         207           0         0        0
  Total tractors                  2,331       2,313       1,854     1,460    1,227    
 Total trailers                   7,190       6,481       5,256     3,925    2,478    
 Number of employees              2,947       3,238       2,705     2,177    1,897    
 
<FN>
 
(1) Operating expenses as a percentage of operating revenues.

(2) Excludes revenues from logistics services which began 
    in September 1993.
</FN>
</TABLE>



                                  9
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        RESULTS OF OPERATIONS AND FINANCIAL CONDITION

  The following table sets forth the percentage relationship of
revenue and expense items to operating revenues for the periods
indicated.

<TABLE>
<CAPTION>
                                       Percentage of Operating Revenues
                                           Year ended December 31
                                         1995       1994      1993      
                                     ____________________________________
<S>                                     <C>        <C>       <C>
Operating revenues                      100.0%     100.0%    100.0%

          
Operating expenses:           
 Salaries, wages and benefits            37.9      38.1       37.7      
 Operations and maintenance              20.1      22.0       27.1      
 Taxes and licenses                       3.0       3.0        3.1       
 Insurance and claims                     4.7       5.0        4.3       
 Communications and utilities             1.8       1.6        1.8       
 Depreciation and amortization           11.8      11.5       12.2      
 Rent and purchased transportation       12.6       8.0        1.9        
 Other                                    0.7       0.7        0.8       
                                     ____________________________________ 
Total operating expenses                 92.6      89.9       88.9      
                                     ____________________________________

Operating income                          7.4      10.1       11.1      
Interest expense                         (1.2)     (0.6)      (0.9)     
Other income                             (0.1)      0.1        0.1        
                                     ____________________________________

Income before income taxes and 
 cumulative effect of change in 
 accounting for income taxes              6.1       9.6       10.3       
Income taxes                              2.2       3.7        4.2       
                                     ____________________________________  
Income before cumulative effect    
 of accounting change                     3.9       5.9        6.1       
Cumulative effect as of January 1, 
 1993 of change in method of 
 accounting for income taxes                                   0.2
                                     ____________________________________
Net income                                3.9%      5.9%       6.3%      
                                     ____________________________________
                                     ____________________________________
</TABLE>
          


                                  10
<PAGE>

RESULTS OF OPERATIONS

1995 Compared to 1994  

  Operating revenues grew 13.7% to $333 million in 1995 from
$293 million in 1994.  This growth was due to the increase in the
average number of tractors in service during the year and increased
revenues from logistics services.

  Revenues per mile were $1.25 in 1995 compared to $1.26 in
1994.  There were no material rate increases during 1995.  

  Salaries, wages and benefits were 37.9% of revenues in 1995 compared to 
38.1% of revenues in 1994.  This decrease was due to owner-operator tractors 
representing a larger percentage of the average number of total tractors in
service during 1995, which caused a shift in expenses as amounts paid to 
owner-operators are recorded as purchased transportation.

  Operations and maintenance expenses decreased to 20.1% of revenues in 
1995 from 22.0% of revenues in 1994.  This decrease resulted from the larger 
percentage of owner-operator tractors used in 1995.

  Insurance and claims expense was 4.7% of revenues in 1995 compared to 5.0% 
in 1994.  This decrease was due principally to improvement in claims handling 
and experience.

  Depreciation and amortization increased slightly in 1995 to 11.8% of 
revenues from 11.5% of revenues in 1994.  This increase resulted from the 
Company reducing its trade-in cycle of tractors during 1995, a reduced
utilization of tractors in 1995 and the addition of a fleet-wide 
satellite tracking system which was installed in the latter part of 1994.  
This was partially offset by an increase in the use of owner-operators and
expanded revenues from logistics services.

  Rent and purchased transportation rose to 12.6% of revenues in 1995 
compared to 8.0% of revenues in 1994.  The increase is attributable primarily 
to increased use of owner-operators and expenses incurred related to the 
Company's logistics services. 

  Interest expense was $5,524,467 in 1995 compared to $1,801,981 in 1994.  
This increase in interest expense is due to the increase in average 
outstanding debt during 1995.

  The effective income tax rate decreased to 35.9% in 1995 from 38.8% in 1994, 
as described in Note 4 of the Notes in Consolidated Financial Statements.

1994 Compared to 1993

  Operating revenues grew 30.3% to $293 million in 1994 from $225 million in 
1993.  This growth was due to the increase in the average number of tractors 
in service during the year and rate increases implemented during the year.



                                  11
<PAGE>

  Revenues per mile were $1.26 in 1994 compared to $1.19 in 1993.  The 
increase in revenues per mile resulted principally from the continued 
expansion of the Company's regional short-haul markets.  The Company's regional 
traffic involves shorter lengths of haul and higher revenues per mile.  
Revenues from regional operations were 32% of the Company's total revenues in 
1994 compared to 24% in 1993.  In addition, rates charged to customers
were increased in mid-year to provide for increased driver compensation in an 
attempt to attract and retain qualified drivers.

  Salaries, wages and benefits were 38.1% of revenues in 1994
compared to 37.7% in 1993.  Effective January 1, 1994, the Company no longer 
paid per diem to line-haul drivers as reimbursement for expenses incurred 
during extended periods of time away from home.  Instead, these drivers now 
receive a higher pay rate per mile which has caused a significant increase in 
the Company's salary and wages expense.  This was partially offset by the 
Company's implementation of the use of owner-operators during 1994 which caused
a shift in expenses as amounts paid to owner-operators are recorded as 
purchased transportation.  

  Operations and maintenance expense was 22.0% of revenues in 1994
compared to 27.1% in 1993.  The decrease was attributable primarily to the 
discontinuance of per diem payments to line-haul drivers and the use of owner-
operators.  

  Insurance and claims expense was 5.0% of revenues in 1994 compared
to 4.3% in 1993.  The increase in costs is due primarily to adjustments to 
reflect increased liability related to claims incurred in prior periods.

  Depreciation and amortization decreased as a percentage of revenues 
to 11.5% in 1994 from 12.2% in 1993.  The decrease in 1994 was  
associated with the Company's use of owner operators.

  Rent and purchased transportation was 8.0% of revenues in 1994 compared to
1.9% in 1993.  The increase in 1994 was attributable primarily
to expenses incurred in conjunction with the use of owner-operators and 
the increase in the Company's logistics services. 

  Interest expense was $1,801,981 in 1994 compared to $2,041,114 in 1993.  
The decrease in interest expense is due to the reduction in average 
outstanding debt during 1994.

  The effective income tax rate decreased to 38.8% in 1994 from 41.2% in
1993, as described in Note 4 of the Notes to Consolidated
Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

  The growth of the Company's business continues to require
significant investments in new revenue equipment and office and
terminal facilities.  These investments have been financed largely
from cash provided by operating activities, secured and unsecured 
borrowings, unsecured credit facilities and capital markets during the 
past three years.  

  Net cash provided by operating activities was approximately $55.4
million in 1995, $55.8 million in 1994, and $36.2 million in 1993.
At December 31, 1995, the Company had obligations of $64 million
related to purchases of revenue equipment.



                                  12
<PAGE>

  The Company expects to purchase approximately $43 million of
additional revenue equipment (after trade-in allowances) in 1996.  The 
Company expects to fund these expenditures through cash provided by operating 
activities, secured borrowings or existing credit facilities.  Prevailing 
interest rates and the market for used revenue equipment may affect the timing 
of the Company's purchase of new and replacement revenue equipment. 
Historically, cash provided by operating activities, secured and unsecured 
borrowings and existing credit facilities have been sufficient to satisfy 
substantially all of the Company's working capital and capital expenditure 
requirements.  The Company has a bank line of credit providing for borrowing of 
up to $30 million with interest at the lower of the bank's corporate prime rate 
or the 30-day LIBOR rate plus .45%.  At December 31, 1995, there was $12.9
million outstanding under this line of credit.  Management expects to maintain 
this line of credit for an indefinite period.

  From time to time, the Company has and may continue to repurchase shares of 
its common stock.  The timing and amount of such repurchases depend on market 
conditions and other factors.  During 1995, the Company repurchased 413,900
of its shares at an aggregate cost of $7.8 million.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

  The Company's Consolidated Financial Statements and Financial Statement
Schedules are included on pages 28 to 46. 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
        ON ACCOUNTING AND FINANCIAL DISCLOSURE

  None.





                                  13

<PAGE>
                                          PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

  The names, ages and certain other information about the Company's directors, 
executive officers and other officers as of March 1, 1996 are set forth below:

Name                     Age               Position

Michael S. Starnes       51                Chairman of the Board, 
                                           President, Chief       
                                           Executive Officer and  
                                           Director

Carl J. Mungenast        56                Executive Vice         
                                           President, Chief       
                                           Operating Officer and  
                                           Director

James W. Welch           52                Senior Vice President -
                                           Marketing and Director

M. J. Barrow             51                Senior Vice President -
                                           Finance, Secretary -   
                                           Treasurer and Director

Robert P. Hurt           61                Vice President -       
                                           Maintenance, assistant 
                                           Secretary and Director

Michael J. Hufnagel      51                Vice President -       
                                           Corporate Development

John W. Hudson           55                Vice President -       
                                           Process and Individual          
                                           Development

Jerry L. Stairs          54                Vice President -
                                           Safety and Risk Management

Kenneth B. Stonebrook    34                Vice President - Human
                                           Resources

Mike Reaves              51                Vice President -
                                           Driver Services

Dwight M. Bassett        35                Controller

Morris H. Fair           66                Director

Jack H. Morris, III      65                Director




                                  14
<PAGE>

  Michael S. Starnes has served as a director, Chief Executive Officer and 
President of the Company since 1978.  In 1986, Mr. Starnes was named 
Chairman of the Board.  Mr. Starnes is also a director of RFS Hotel 
Investors, Inc., a real estate investment trust.

  Carl J. Mungenast has been Executive Vice President and Chief Operating 
Officer of the Company since April 1, 1994.  Mr. Mungenast was elected as a 
director of the Company on May 6, 1994.  Mr. Mungenast was employed by Sears 
Roebuck and Company from 1958 until his retirement in December 1993.  At 
the time of his retirement, he was Senior Vice President for Sears Logistics
Services in Itasca, Illinois and responsible for all distribution, 
transportation and home delivery services for Sears.

  James W. Welch joined the Company in 1982 as a director and Vice President-
Sales.  In 1989, Mr. Welch was named Senior Vice President-Marketing of the 
Company and is an executive officer of the Company.

  M. J. Barrow joined the Company in 1982 as Controller and Treasurer.  
Shortly thereafter, he was elected as a director of the Company and named 
Vice President-Finance.  Mr. Barrow was named Secretary-Treasurer of the 
Company in 1986 and Senior Vice President-Finance of the Company in 1989.  
Mr. Barrow is an executive officer of the Company.

  Robert P. Hurt joined the Company in 1983 as a director and Vice President- 
Operations and Maintenance.  Mr. Hurt was named Vice President-Maintenance 
of the Company in 1984 and is an executive officer of the Company.  

  Michael J. Hufnagel joined the Company in 1987 and was named Vice President- 
Corporate Development of the Company in 1989.

  John M. Hudson joined the Company in 1990 and was named Vice President-
Human Resources of the Company in 1991 and Vice President-Process and 
Individual Development of the Company in 1994.

  Jerry L. Stairs joined the Company in 1986 and was named Vice President- 
Safety and Risk Management of the Company in 1993.
     
  Kenneth B. Stonebrook joined the Company 1983 and was named Vice 
President-Human Resources of the Company in 1994.

  Mike Reaves joined the Company on June 20, 1994 and was named 
Vice President-Driver Services of the Company in 1995.  Prior to joining
the Company, Mr. Reaves was employed by Yellow Corporation, the parent
company of several less-than-truckload carriers, for more than five 
years in various sales management positions.

  Dwight M. Bassett joined the Company in 1986 and was named Controller of 
the Company in 1993.

  Morris H. Fair has served as a director of the Company since 1986.  Mr. Fair 
has been a Senior Vice President of Union Planters Corporation, a bank holding 
company, for more than five years.

  Jack H. Morris, III has served as a director of the Company since 1986.  Mr. 
Morris has been Chief Executive Officer of Auto Glass of Memphis, Inc. for 
more than five years.



                                  15
<PAGE>

  The Amended and Restated Bylaws of the Company provide for a Board of 
Directors consisting of not less than three members, which number may be 
fixed from time to time by resolution of the Board of Directors.  The term of 
each director expires at the next annual meeting of shareholders following the 
election of the director.




                                  16
<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

  The following table and related notes summarizes the compensation paid by 
the Company to its Chief Executive Officer and the four other most highly 
compensated executive officers for the three fiscal years ended December 31, 
1995.

<TABLE>
<CAPTION>
                                                   Summary Compensation Table

                                  Annual Compensation              Long Term     Other Compensation
                                                                  Compensation       
                                  ______________________________________________________________________________________
                                                                                Profit
Name and                                                                        Sharing   Retirement       Life         
  Principal Position           Year    Salary          Bonus          Options    Plan(1)   Savings Plan(2)  Insurance(3)       
________________________________________________________________________________________________________________________
<S>                            <C>    <C>             <C>            <C>         <C>       <C>             <C>                      
Michael S. Starnes             1995   $325,246             --              --        --        --          $64,238  
  Chairman of Board,           1994    313,190        $29,096              --    $  834        --           73,775  
  President and Chief          1993    300,942         36,112          60,000     1,482        --           59,704
  Executive Officer

Carl J. Mungenast              1995    205,815             --          40,000        --    $4,620               --  
  Executive Vice President     1994    190,401(4)      18,500          50,000        --        --               --
  and Chief Operating Officer  1993         --             --              --        --        --               --

James W. Welch                 1995    188,178             --              --        --     4,620            4,387     
  Senior Vice President -      1994    179,178         16,574          20,000       834        --            4,052 
  Marketing                    1993    170,522         20,463              --     1,185        --            4,016 
  
Gary L. Hardeman(5)            1995    169,245             --              --        --     1,848               --
  Senior Vice President -      1994    164,321         14,583          20,000       834     1,848            4,110  
  Operations                   1993    149,975         17,997              --     1,042     1,799            4,053   
  
M.J. Barrow                    1995    138,365             --              --        --     3,170            4,667  
  Senior Vice President -      1994    135,313         12,188          20,000       817     2,772            4,313 
  Finance, Secretary -         1993    122,944         14,753              --       854     2,698            4,273  
  Treasurer                   

<FN>
(1) The Company's contribution to the named individual's account in the 
    Company's Profit-Sharing Plan. 
    
(2) The Company's contribution to the named individual's account in the
    Company's Retirement Savings Plan.

(3) Premiums paid by the Company on split-dollar life insurance policies
    covering the named individual.  Upon death of an individual, the
    Company will be reimbursed the amount it has paid in premiums.

(4) Carl J. Mungenast's employment with the Company commenced April 1, 1994.
    The amount listed under this column included $44,247 of reimbursed 
    relocation expenses.

(5) Gary L. Hardeman's employment with the Company terminated January 31, 1996.

</FN>
</TABLE>


                                  17     
<PAGE>
  The following table sets forth information with respect to stock options 
granted to the Chief Executive Officer and each of the four other most 
highly compensated executive officers during the year ended December 31, 1995.

<TABLE>
<CAPTION>
                Individual Grants
_________________________________________________________________________       Potential realizable
                                                                                value at assumed
                               % of                                             annual rates
                Number of      Total                                            of stock price
                Securities     Options           Exercise                       appreciation for
                Underlying     Granted to        or Base                        option term
                Options        Employees in      Price        Expiration        _____________________
Name            Granted (#)    Fiscal Year       ($/SH)       Date                5%           10%
____            ___________    _____________     _________    __________         ____         _____
<S>             <C>            <C>               <C>          <C>               <C>           <C>   

Michael S.
Starnes             --           --                   --            --                 --             --

Carl J.
Mungenast       40,000         88.9%              $23.00       2/06/05           $578,583     $1,249,312

James W.
Welch               --           --                   --            --                 --             --

Gary L.
Hardeman            --           --                   --            --                 --             --

M.J. 
Barrow              --           --                   --            --                 --             --

</TABLE>



                                  18
<PAGE>

  The following table sets forth information with respect to stock options
exercised by the Chief Executive Officer and each of the four other
most highly compensated executive officers during the year ended
December 31, 1995.

<TABLE>
<CAPTION>
                                        Aggregated Option Exercises in 1995 and Year-End Value Table

                                                      Number of                 Value of Unexercised
                                                 Unexercised Options            In-the-Money Options
                Shares                           At December 31, 1995           At December 31, 1995(1)
                Acquired       Value
Name            on Exercise    Realized          Exercisable  Unexercisable     Exercisable        Unexercisable
<S>             <C>            <C>               <C>          <C>               <C>                <C>   

Michael S.                                        
Starnes         --             --                    --       60,000                    --               --

Carl J.
Mungenast       --             --                    --       90,000                    --               --    

James W.
Welch           --             --                76,666       33,334            $1,241,654         $170,842

Gary L.
Hardeman        --             --                46,668       26,666               545,849           85,408

M.J. 
Barrow          --             --                26,666       33,334               341,658          170,842

<FN>
(1) This amount is the aggregate of the number of options multiplied by the 
    difference between the last sale price of $20.00 of the Common Stock
    on the last trading day in 1995 minus the exercise price for those options.
</FN>
</TABLE>



                                  19
<PAGE>

Employment Contracts

  The Company has employment agreements with Michael S. Starnes, Carl J. 
Mungenast, James W. Welch and M.J. Barrow.  Under each of these employment 
agreements, the Executive Compensation Committee of the Company's Board of 
Directors determines the annual base salary of the executive officer and may 
award discretionary bonuses to the executive officer.  Each executive officer 
is entitled to participate in all employee benefit plans generally available 
to the Company's employees.  The Company shall reimburse all ordinary and 
necessary business expenses incurred by each of these executive officers. 
Each of these employment agreements provide that the employment
of the executive officer may be terminated by either the Company
or the executive officer upon thirty days notice.  Mr.
Mungenast's and Mr. Welch's employment agreements contain certain
non-competition and confidentiality provisions which continue
after the term of their employment.  

Compensation of Directors

  Directors who are not full-time employees receive a fee of $1,500 for each 
meeting of the Board of Directors they attend and for each Committee meeting 
they attend if not held on a day on which a meeting of the Board of Directors 
is held.  Directors who are also officers of the Company receive no additional
compensation for services as directors.  Under the Company's Non-Employee 
Director Stock Option Plan, which was approved by the shareholders, each 
non-employee director received on September 14, 1994, an automatic, non-
discretionary award of an option to purchase 2,500 shares of Common Stock 
and all new non-employee directors will receive a similar award upon their 
election to the Board.  The option price per share is equal to the fair 
market value of the Common Stock on the date of the grant.  Each stock option 
shall vest and become exercisable in five (5) equal annual installments on 
the anniversary dates of the date of the grant.  If a non-employee director 
ceases to be a director of the Company for any reason other than death or 
disability, all options granted to him or her shall immediately terminate; 
provided, however, the non-employee director shall have thirty (30) days 
from the date on which he or she ceased to be a director to exercise any 
portion of the option which was exercisable on the date that the non-employee 
director ceased to be a director of the Company.

Compensation Committee Interlocks and Inside Participation 
in Compensation Decisions

  Compensation decisions regarding the executive officers of the Company are 
made by the Executive Compensation Committee of the Company's Board of 
Directors.  The Executive Compensation Committee consists of Michael S. 
Starnes, the Company's President and Chief Executive Officer, and the Company's
two non-employee directors, Morris H. Fair and Jack H. Morris, III.  



                                  20
<PAGE>

Compliance With Section 16(a) of the 
Securities Exchange Act of 1934

  Section 16(a) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), requires the Company's officers and directors, and persons 
who own more than ten percent of a registered class of the Company's equity 
securities, to file reports of securities ownership and changes in such
ownership with the Securities and Exchange Commission (the "SEC").  Officers, 
directors and greater than ten-percent shareholders also are required by rules 
promulgated by the SEC to furnish the Company with copies of all Section 16(a) 
forms they file.

   The Company believes that, during the fiscal year ended December 31, 1995, 
all filing requirements under Section 16(a) of the Exchange Act applicable to 
its officers, directors and greater than ten percent beneficial owners were 
complied with on a timely basis.
     
ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND    
           MANAGEMENT

  The Company's authorized capital stock consists of 20,000,000 shares of 
Common Stock, par value $.01 per share.  As of March 1, 1996, the Company had 
12,347,634 shares outstanding.  The following table set forth certain 
information as of March 1, 1996, with respect to the beneficial ownership of 
the Company's Common Stock by (i) each person known to the Company to be the 
beneficial owner of more than 5% of the Company's Common Stock; (ii) each 
director of the Company; (iii) each executive officer named in the Summary 
Compensation Table in Item 11; and (iv) all directors and executive officers 
as a group. 



                                  21
<PAGE>
<TABLE>
<CAPTION>

                             OWNERSHIP OF COMMON STOCK                       
                                                       
Name of                              Amount and Nature of          Percent
Beneficial Owner                     Beneficial Ownership(1)       of Class
________________                     _______________________       _________
<S>                                       <C>                        <C>

Michael S. Starnes
  c/o M.S. Carriers, Inc.
  3171 Directors Row
  Memphis, Tennessee 38116 .........       3,106,058                 25.2%

Wellington Management Company
   75 State Street
   Boston, Massachusetts 02109 .....       1,600,280(2)              13.0%

The Capital Group Companies, Inc.,
Capital Research and Management
Company, SMALLCAP World Fund, Inc.
and Capital Guardian Trust Company
   333 South Hope Street
   Los Angeles, CA 90071 ..........        1,478,200(3)              12.0%

Carl J. Mungenast .................            8,178(4)                 *

James W. Welch ....................          145,771(5)               1.2%

Gary L. Hardeman ..................           53,334                    *

M.J. Barrow .......................           52,992(6)                 *

Robert P. Hurt ....................           41,227(7)                 *

Morris H. Fair ....................           19,500(8)                 *

Jack H. Morris, III ...............           22,500(9)                 *

All executive officers and directors 
  as a group ......................        3,396,326                 27.3%

<FN>
*Indicates less than 1%.
                                                                     
(1) Beneficial ownership of Common Stock consists of sole voting and 
investment power except as otherwise indicated.

(2) According to a Schedule 13G (Amendment No. 8) dated February 6, 1996, 
Wellington Management Company claims as of December 31, 1995, shared voting 
power with respect to 883,990 shares and shared investment power with respect 
to 1,600,280 shares.  Wellington Management Company does not claim sole 
voting power or sole investment power with respect to any of these shares.

(3) According to a Schedule 13G (Amendment No. 1) dated February 9, 1996, 
Capital Guardian Trust Company and Capital Research and Management Company, 
operating subsidiaries of the Capital Group Companies, Inc., claim as of 
December 29, 1995, sole voting power with respect to 616,000 and 837,000 
shares, respectively, and sole investment power with respect to 641,200 and 
837,000 shares, respectively, for a combined total of 1,478,200 shares which 
were owned by various institutional investors.



                                  22
<PAGE>

(4) The shares of Common Stock shown as beneficially owned by Carl J. 
Mungenast represent 178 shares allocated to his account in the Company's 
Retirement Savings Plan and 8,000 shares which he may acquire through the 
exercise of stock options within 60 days of March 1, 1996.

(5) The shares of Common Stock shown as beneficially owned by James W. Welch 
represent 100,000 shares owned directly by him, 5,771 shares allocated to his 
account in the Company's Retirement Savings Plan and 40,000 shares which he 
may acquire through the exercise of stock options within 60 days of March 1, 
1996.

(6) The shares of Common Stock shown as beneficially owned by M. J. Barrow 
represent 8,965 shares owned directly by him, 60 shares owned by him as 
custodian for his children, 3,967 shares allocated to his account in the 
Company's Retirement Savings Plan and 40,000 shares which he may acquire 
through the exercise of stock options within 60 days of March 1, 1996.

(7) The shares of Common Stock shown as beneficially owned by Robert P. Hurt 
represent 17,600 shares owned directly by him, 3,627 shares allocated to his 
account in the Company's Retirement Savings Plan and 20,000 shares which he 
may acquire through the exercise of stock options within 60 days of March 1, 
1996.

(8) The shares of Common Stock shown as beneficially owned by Morris H. Fair 
represent 19,000 shares owned directly by him and 500 shares which he may 
acquire through the exercise of stock options within 60 days of March 1, 1996.

(9) The shares of Common Stock shown as beneficially owned by Jack H. Morris 
represent 22,000 shares owned directly by him and 500 shares which he may 
acquire through the exercise of stock options within 60 days of March 1, 1996.
</FN)
</TABLE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  Mr. Starnes owns 20% and his brother, C.R. Bobby Starnes, owns 40% of the 
common stock of Southern Drayage, Inc., a Mississippi corporation ("SDI").
SDI is a motor common carrier providing services in markets which are not
served by the Company.  During 1995, the Company paid SDI $352,000 for
transportation services provided by SDI to the Company's logistics operations.
The terms on which SDI provided services to the Company were no less
favorable than those which the Company could have obtained from 
other carriers.

  During 1995, the Company paid Richards Aviation, Inc., a Tennessee 
corporation ("Richards"), a total of $63,000 for charter aircraft services
which Richards provided to the Company.  One of the aircrafts which Richards
utilizes in its charter business is a Lear jet in which Mr. Starnes owns
an indirect one-third interest.  The terms of Richards' charter services
to the Company were no less favorable than those which the Company could have
obtained from other providers of charter aircraft services.



                                  23
<PAGE>
                                       PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

(a) Financial Statements and Financial Statement Schedules.

    (1) The following consolidated Financial Statements of the Company and
        its Subsidiaries are included herein on the page indicated.  

                                                                    Page No.
        Report of Independent Auditor
        Consolidated Balance Sheets                                    29
        Consolidated Statements of Income                            30-31
        Consolidated Statements of Stockholders' Equity                32
        Consolidated Statements of Cash Flow                           33
        Notes of Consolidated Statements                               34
                                                                     35-45
    (2) Financial Statement Schedules

        Schedule II - Valuation and Qualifying Accounts for the Company is 
        included herein on page 46.

    (3) Exhibits -- An Exhibit Index of the exhibits required by Item 601 of
        Regulation S-K is included herein on page 26-27.

(b)  Reports on Form 8-K.

  The Company filed one report on Form 8-K during the last quarter of 1995.
The Form 8-K was filed with the Securities and Exchange Commission on 
November 8, 1995, and reported that the Company's Board of Directors had 
authorized the repurchase of up to one million shares of the Company's 
Common Stock.  No financial statements were filed with the Form 8-K. 


                                  24

<PAGE>

                                 SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                           M.S. Carriers, Inc.
                              (Registrant)
                                    
                      By:  s/ Michael S. Starnes            
                           Michael S. Starnes
                           Chairman of the Board, President
                           and Chief Executive Officer

  Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated.


s/ Michael S. Starnes   Chairman of the Board, President,               
Michael S. Starnes      Chief Executive Officer and          March 26, 1996
                        Director                                 Date

s/ Carl J. Mungenast    Executive Vice President, Chief        
Carl J. Mungenast       Operating Officer and                March 28, 1996
                        Director                                 Date

s/ James W. Welch       Senior Vice President -              March 26, 1996
James W. Welch          Marketing and Director                   Date

s/ M.J. Barrow          Senior Vice President -              March 26, 1996
M.J. Barrow             Finance, Secretary - Treasurer           Date
                        and Director
                        
s/ Robert P. Hurt       Vice President - Maintenance         March 28, 1996
Robert P. Hurt          and Director                             Date

s/ Jack H. Morris, III  Director                             March 26, 1996
Jack H. Morris, III                                              Date

s/ Morris H. Fair       Director                             March 26, 1996
Morris H. Fair                                                   Date

s/ Dwight M. Bassett    Controller and Director of           March 26, 1996
Dwight M. Bassett       Accounting                               Date



                                  25           
<PAGE>
                         
                         EXHIBIT INDEX     
                                  
                                   
Exhibit                                         Page Number or Incorporation
Number    Description                            By Reference  
            
3(i).1    Restated Charter of M.S. Carriers,    Incorporated by reference from
           Inc.                                  exhibits to the registrant's
                                                 Registration Statement on Form
                                                 S-1 (Registration Number 
                                                 33-12070).

3(i).2    Articles of Amendment to Charter      Incorporated by reference from
           of M.S. Carriers, Inc.                exhibits to the registrant's
                                                 Registration Statement on Form
                                                 S-3 (Registration Number
                                                 33-63280).

3(ii)     Amended and Restated By-Laws of M.S.  Incorporated by reference from
           Carriers, Inc.                        exhibits to the registrant's
                                                 Registration Statement on 
                                                 Form S-3 (Registration Number
                                                 33-63280).

10.1      Incentive Stock Option Plan           Incorporated by reference from
                                                 exhibits to the registrant's
                                                 Registration Statement on
                                                 Form S-1 (Registration Number
                                                 33-12070).

10.2     Amendment to Incentive Stock Option    Incorporated by reference from
           Plan                                  exhibits to the registrant's
                                                 Registration Statement on 
                                                 Form S-1 (Registration Number 
                                                 33-12070).

10.3     1993 Stock Option Plan                 Incorporated by reference from
                                                 exhibits to the registrant's
                                                 Registration Statement on 
                                                 Form S-3 (Registration Number
                                                 33-63280).

10.4     Non-Employee Directors Stock Option    Incorporated by reference 
           Plan                                  from registrant's Proxy
                                                 Statement dated March 31, 1995.

10.5     Employment Agreements with James W.    Incorporated by reference
           Welch, M.J. Barrow and Robert P.      from exhibits to the
           Hurt                                  registrant's Statement on
                                                 Form S-1 (Registration 
                                                 Number 33-12070).



                                  26

<PAGE>

10.6     Employment Agreement with Michael S.   Incorporated by reference
          Starnes                                from exhibits to the
                                                 registrant's 2nd Quarter
                                                 1995 Form 10-Q.

10.7     Employment Agreement with Carl J.      Incorporated by reference
           Mungenast                             from exhibits to the
                                                 registrant's 2nd Quarter
                                                 1995 Form 10-Q.
 
10.8     1993 Incentive Plan for Designated     Incorporated by reference
           Key Employees                         from exhibits to the
                                                 registrant's 2nd Quarter
                                                 1995 Form 10-Q.

11       Statement regarding computation of     Page 47
           per share

21       Subsidiaries of the Registrant         Page 48

27       Financial Data Schedule                Page 49



                                  27
<PAGE>




                       Annual Report on Form 10-K

               Item 8, Item 14(a)(1) and (2), (c) and (d)

               Index of Financial Statements and Financial 
                           Statement Schedule

               Financial Statements and Supplementary Data



                            Certain Exhibits

                      Financial Statement Schedule

                      Year ended December 31, 1995


                            M.S. Carriers, Inc. 

                            Memphis, Tennessee 






                                  28



<PAGE>

                   Report of Independent Auditors

Board of Directors
M.S. Carriers, Inc.

  We have audited the accompanying consolidated balance sheets of M.S. 
Carriers, Inc. and subsidiaries as of December 31, 1995 and 1994, and the 
related consolidated statements of income, stockholders' equity, and cash 
flows for each of the three years in the period ended December 31, 1995.  Our 
audits also included the financial statement schedule listed in the
Index at Item 14(a).  These financial statements and schedule are
the responsibility of the Company's management.  Our responsibility
is to express an opinion on these financial statements and schedule based 
on our audits.

  We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

  In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated financial 
position of M.S. Carriers, Inc. and subsidiaries at December 31, 1995 and 
1994, and the consolidated results of their operations and their cash flows 
for each of the three years in the period ended December 31, 1995, in 
conformity with generally accepted accounting principles.  Also, in our
opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information
set forth therein.

  As discussed in Note 4 to the consolidated financial statements, the 
Company changed its method of accounting for income taxes in the year
ended December 31, 1993.

                                     s/ Ernst & Young LLP
Memphis, Tennessee
January 11, 1996



                                  29 
<PAGE>
<TABLE>
                             M.S. Carriers, Inc. and Subsidiaries

                               Consolidated Balance Sheets
<CAPTION>
  
                                           December 31    
                                    1995              1994
<S>                           <C>               <C>
Assets   
Current assets:        
 Cash and cash equivalents    $    486,459      $ 30,806,731         
 Accounts receivable:   
   Trade, net                   27,643,708        33,327,599           
   Officers and employees        1,181,729           457,165              
                              ____________      ____________
                                28,825,437        33,784,764           

 Recoverable income taxes        4,277,297
 Deferred income taxes           4,136,679         4,774,000            
 Prepaid expenses and other      5,125,254         4,419,081            
                              ____________      ____________
Total current assets            42,851,126        73,784,576           

Property and equipment:     
           
 Land and land improvements      5,568,043         6,201,674            
 Buildings                      28,589,080        23,393,800           
 Revenue equipment             254,132,265       232,771,820          
 Service equipment and other    33,757,292        28,531,425          
 Construction in progress        3,218,800         2,813,438            
                              ____________      ____________
                               325,265,480       293,712,157          
 Accumulated depreciation 
  and amortization              91,407,638        95,019,410           
                              ____________      ____________
                               233,857,842       198,692,747          

Other assets                     3,225,277         3,595,196        
                              ____________      ____________ 
Total assets                  $279,934,245      $276,072,519         
                              ____________      ____________
                              ____________      ____________

</TABLE>  



                                  30      
<PAGE>                                                               
<TABLE>

                      M.S. Carriers, Inc. and Subsidiaries
                      
                  Consolidated Balance Sheets (continued)
<CAPTION>
                                     
                                                         December 31
                                                  1995                1994
                                           ____________________________________
<S>                                        <C>                   <C>
Liabilities and stockholders' equity  

Current liabilities:   
           
 Trade accounts payable                    $   4,336,847         $  6,341,525         
 Accrued expenses                              8,130,784            8,277,724            
 Claims payable                               13,142,682           12,325,226            
 Income taxes payable                                               1,256,186
 Current maturities of                  
  long-term obligations                       16,666,155           16,693,512           
                                             ___________         ____________
Total current liabilities                     42,276,468           44,894,173           

Long-term obligations, 
  less current maturities                     47,376,558           51,186,613           

Deferred income taxes                         37,757,200           32,068,000           

  
Stockholders' equity:  
           
 Common Stock, $.01 par value:    
   Authorized shares- 20,000,000  
   Issued and outstanding shares 12,464,400 
   in 1995 and 12,878,300 in 1994                124,644              128,783              

 Additional paid-in capital                   62,076,687           64,137,909           
 Retained earnings                            92,301,919           84,842,041          
 Equity adjustment from foreign
   currency translation                       (1,979,231)          (1,185,000)
                                            ______________       _____________
Total stockholders' equity                   152,524,019          147,923,733          
                                            ______________       _____________
Total liabilities and 
 stockholders' equity                      $ 279,934,245        $ 276,072,519         
                                            ______________       _____________
                                            ______________       _____________
<FN>
See accompanying notes.
</FN>
</TABLE>



                                  31
<PAGE>
<TABLE>
                             M.S. Carriers, Inc. and Subsidiaries

                              Consolidated Statements of Income

<CAPTION>  
                                               Year ended December 31

                                       1995             1994            1993            
                                   ____________________________________________
<S>                                <C>             <C>             <C>               
Operating revenues                 $333,069,506    $292,882,828    $224,716,304    

Operating expenses:   
 Salaries, wages and benefits       126,176,172     111,492,850      84,819,837      
 Operations and maintenance          66,961,380      64,497,963      60,880,244      
 Taxes and licenses                  10,024,270       8,746,479       6,900,546       
 Insurance and claims                15,666,099      14,470,493       9,545,503       
 Communications and utilities         6,080,563       4,698,024       4,134,864       
 Depreciation and amortization       39,142,879      33,694,434      27,360,554      
 Rent and purchased transportation   41,945,874      23,564,113       4,245,735       
 Other                                2,434,767       2,058,001       1,792,382       
                                   ____________    ____________    _____________
                                    308,432,004     263,222,357     199,679,665     
                                   ____________    ____________    _____________
Operating income                     24,637,502      29,660,471      25,036,639      

Other expense (income):    
 Interest expense                     5,524,467       1,801,981       2,041,114       
 Interest income                     (1,448,577)
 Other                                   24,081        (147,994)       (118,445)        
                                   ____________    ____________    _____________
                                      4,099,971       1,653,987       1,922,669       
                                   ____________    ____________    _____________

Income before income taxes and 
  cumulative effect of change in 
  accounting for income taxes        20,537,531      28,006,484      23,113,970      
Income taxes                          7,386,439      10,856,000       9,512,000       
                                   ____________    ____________    _____________
Income before cumulative effect 
  of accounting change               13,151,092      17,150,484      13,601,970      
Cumulative effect as of 
  January 1, 1993 of change in 
  accounting for income taxes                                           500,000
                                   _____________   ____________    ____________
Net income                        $  13,151,092    $ 17,150,484    $ 14,101,970    
                                   _____________   ____________    ____________
                                   _____________   ____________    ____________               
Earnings per share:   
 Income before cumulative effect 
 of accounting change                      $1.01          $1.31           $1.13           

 Cumulative effect of accounting 
  change                                                                   0.04
                                   _____________   ____________    ____________  
Net income                                 $1.01          $1.31           $1.17           
                                   _____________   ____________    ____________
                                   _____________   ____________    ____________

  
Weighted average common shares 
and common share equivalents          13,028,562     13,097,586      12,036,386      
                                   _____________   ____________    ____________
                                   _____________   ____________    ____________

<FN>
See accompanying notes.
</FN>
</TABLE>



                                  32     
<PAGE>
<TABLE>

                              M.S. Carriers, Inc. and Subsidiaries

                        Consolidated Statements of Stockholders' Equity
<CAPTION>
                                                                               Equity
                                                                             Adjustment
                                                Additional                  From Foreign 
                           Common Stock          Paid-in      Retained        Currency   
                        Shares       Amount      Capital      Earnings       Translation         Total
                      ___________________________________________________________________________________
<S>                   <C>          <C>        <C>            <C>            <C>              <C>
Balance at 
 January 1, 1993      10,679,666   $106,797   $18,272,530    $53,589,587    $                 $71,968,914

 Net income for 1993                                          14,101,970                       14,101,970

 Issuance of 
  Common Stock 
  upon exercise of 
  stock options           39,666        397       304,022                                         304,419

 Issuance of
  Common Stock         2,156,300     21,563    45,531,997                                      45,553,560

 Tax benefit of 
  deduction for 
  employee exercise 
  of stock options                                 10,203                                          10,203
                     ____________________________________________________________________________________
Balance at 
 December 31, 1993    12,875,632    128,757    64,118,752     67,691,557                      131,939,066

 Net income 
  for 1994                                                    17,150,484                       17,150,484
 
 Issuance of 
  Common Stock 
  upon exercise of 
  stock options            2,668         26        19,157                                          19,183

 Equity adjustment
  from foreign 
  currency 
  translation                                                                 (1,185,000)      (1,185,000)
                     _______________________________________________________________________________________
Balance at December
  31,1994             12,878,300    128,783    64,137,909     84,842,041      (1,185,000)     147,923,733
 
 Net Income for 1995                                          13,151,092                       13,151,092
 
 Repurchase of 
  Common Stock          (413,900)    (4,139)   (2,061,222)    (5,691,214)                      (7,756,575)  

 Equity adjustment 
  from foreign 
  currency translation                                                          (794,231)        (794,231)     
                     _______________________________________________________________________________________
Balance at December
 31,1995              12,464,400   $124,644   $62,076,687    $92,301,919     $(1,979,231)    $152,524,019                 

<FN>
See accompanying notes.
</FN>
</TABLE>



                                  33    
<PAGE>
<TABLE>
                            M.S. Carriers, Inc. and Subsidiaries
                            Consolidated Statements of Cash Flows

<CAPTION>
                                          Year ended December 31
                                       
                                       1995            1994            1993
                                 _____________________________________________
<S>                              <C>              <C>              <C>
                                                                     
Operating activities          

Net income                       $13,151,092      $ 17,150,484     $ 14,101,970     
Adjustments to reconcile net 
 income to net cash provided 
 by operating activities: 

  Depreciation and amortization   39,142,879        33,694,434       27,360,554      
  Other                             (208,613)         (131,483)        (130,819)         
  Provision for deferred 
    income taxes                   6,326,521         4,300,000        4,668,000        
  Cumulative effect of change 
   in accounting principle                                             (500,000)
  Changes in operating assets 
   and liabilities:  
    Accounts receivable            4,959,327       (10,988,038)      (4,294,336)    
    Current and other assets      (5,407,782)          (70,719)      (4,624,213)    
    Trade accounts payable        (2,004,678)        3,249,456       (3,262,213)     
    Other current liabilities       (585,670)        8,284,040        2,613,749      
                                 __________________________________________________
Net cash provided by 
  operating activities            55,373,076        55,751,140       36,194,330     

Investing activities          
Purchases of property 
  and equipment                  (76,590,161)     (100,346,967)     (66,058,904)   
Proceeds from disposals 
  of property and equipment        2,490,800        31,378,170           82,210        
                                 __________________________________________________
Net cash used in 
  investing activities           (74,099,361)      (68,968,797)     (65,976,694)   
                                   
Financing activities          
Proceeds from long-term 
 obligations and revolving 
 line of credit                   26,875,000       147,271,905      107,724,000     
Proceeds from issuance 
 of Common Stock                                        19,183       45,857,979         
Repurchase of Common Stock        (7,756,575)
Principal payments on 
 long-term obligations 
 and revolving line of credit    (30,712,412)     (103,376,780)    (123,735,365)   
                                 _________________________________________________
Net cash provided by 
  (used in) financing activities (11,593,987)       43,914,308       29,846,614      
                                 _________________________________________________

Increase (decrease) in cash 
  and cash equivalents           (30,320,272)       30,696,651           64,250        
Cash and cash equivalents 
  at beginning of year            30,806,731           110,080           45,830         
                                 _________________________________________________
Cash and cash equivalents 
  at end of year                 $   486,459      $ 30,806,731     $    110,080      
                                 _________________________________________________
                                 _________________________________________________


<FN>
See accompanying notes.
</FN>
</TABLE>



                                  34 
<PAGE>
                             M.S. Carriers, Inc. and Subsidiaries

                           Notes to Consolidated Financial Statements

                                    December 31, 1995

1.  Significant Accounting Policies

Organization and Principles of Consolidation

The consolidated financial statements include the accounts of 
M.S. Carriers, Inc. and its wholly-owned subsidiaries, M.S. Carriers
Warehousing and Distribution, Inc., M.S. Carriers Logistics Mexico, 
S.A. de C.V. and M.S. International, Inc.  Significant intercompany
accounts have been eliminated in consolidation.

Business

M.S. Carriers, Inc. is an irregular route, truckload carrier transporting a 
wide range of commodities in the eastern two-thirds of the United States, 
and the provinces of Ontario and Quebec, Canada, with interline service to
Mexico.  The Company may transport any type of freight (except certain 
types of explosives, household goods and commodities in bulk) from any
point in the continental United States to any other point in another state 
over any route selected by the Company.  The Company's primary traffic 
flows are between the Middle South and Southwest, Midwest, Central States,
Southeast and Northeast.  The principal types of freight transported are
packages, retail goods, non-perishable foodstuffs, paper and paper products,
household appliances, furniture and packaged petroleum products. 

Concentrations of credit risk with respect to trade accounts receivable are 
limited due to the large number of entities comprising the Company's customer
base and their dispersion across many different industries.  The Company 
performs ongoing credit evaluations and generally does not require collateral.

Revenue Recognition

Operating revenues are recognized on the date the freight is
delivered.

Cash Equivalents

The Company considers all highly liquid investments with a maturity
of three months or less when purchased to be cash equivalents.



                                  35
<PAGE>

Property and Equipment

Property and equipment are stated at cost. At the time of trade-in,
the cost of revenue equipment is adjusted for any difference
between the trade-in value and net book value. Depreciation, which
includes amortization of assets held under capitalized leases, is
computed on the straight-line method over the estimated useful
lives as follows:

        Buildings                   15-30 Years
        Revenue equipment             4-6 Years
        Service equipment and other   3-5 Years

Tires and tubes purchased as part of revenue equipment are
capitalized as a cost of the equipment. Replacement tires and tubes
are expensed when placed in service.

Foreign Currency Translation

The functional currency of the Company's foreign subsidiary is the
local currency.  Adjustments resulting from the translation of the
financial statements of the foreign subsidiary are reflected as a
separate component of stockholders' equity.

Included in other assets in the accompanying consolidated financial 
statements is an investment of approximately $1,254,000 and $1,743,000
at December 31, 1995 and 1994, respectively, in a Mexican trucking 
company which is accounted for under the equity method.  The operations 
of the Mexican trucking company during 1995 and 1994 were approximately
break even.  The Company considers the Mexican peso to be the functional 
currency.

Income Taxes

The Company accounts for income taxes under the provisions of 
Financial Accounting Standards Board Statement No.(FASB)109, 
Accounting for Income Taxes. (see note 4).

Earnings Per Share

Earnings per share is computed based on the weighted average
number of common shares outstanding during the year, adjusted
to include common stock equivalents attributable to dilutive options.



                                  36
<PAGE>

Risks and Uncertainties

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and the accompanying notes.  Actual results could differ 
from those estimates.

Long-Lived Assets

In March, 1995, the FASB issued Statement No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,
which requires impairment losses to be recorded on long-lived assets used
in operations when indicators of impairment are present and the undiscounted
cash flows estimated to be generated by those assets are less than 
carrying amount of those assets.  Statement 121 also addresses the 
accounting for long-lived assets that are expected to be disposed of.  The
Company will adopt Statement 121 in the first quarter of 1996 and, based
on current circumstances, does not believe the effect of adoption will be
material.

Stock-Based Compensation

The Company accounts for employee stock-based compensation awards under 
the provisions of APB Opinion No 25, Accounting for Stock Issued to Employees.

2. Long-Term Obligations 

Long-term obligations consist of the following:
<TABLE>
<CAPTION>
                                             December 31
                                     1995                   1994
                                 ___________________________________
<S>                              <C>                    <C>
Equipment loans                  $25,612,761            $38,369,490            
Capitalized lease obligations     25,573,952             29,510,635
Revolving line of credit          12,856,000           
                                 ___________________________________
                                  64,042,713             67,880,125             
Less current maturities          (16,666,155)           (16,693,512)            
                                 ___________________________________
                                 $47,376,558            $51,186,613            
                                 ___________________________________
                                 ___________________________________
                                
</TABLE>



                                  37
<PAGE>

The equipment loans are payable through 1998 in varying monthly
installments with interest at rates ranging from 5.7% to 8.12% 
and $6,000,000 of these loans are secured by revenue equipment with
a net book value of approximately $6,500,000.
  
The Company has a line of credit available for borrowings up
to $30,000,000, with interest at the lower of the bank's prime
rate or the 30-day LIBOR rate plus .45% (6.2625% at December 31,
1995). There are no commitment fees or compensating balance
requirements for the line of credit, which expires June 1,
1997.  

During 1994, the Company entered into sale leaseback transactions
related to revenue equipment. These capitalized leases are secured 
by the related revenue equipment with a net book value at December 
31, 1995 and 1994 of approximately $26,100,000 and $29,700,000, 
respectively, which is a net of accumulated amortization of
$3,900,000 and $300,000, respectively.  The remaining lease terms
are from 2 to 4 years and contain renewal or fixed price purchase 
options and guarantees of residual value at the end of the lease terms.
 
Certain of the Company's debt agreements contain covenants including 
the ratio of notes payable to net worth and cash flow. 

The future maturities of long-term debt and future minimum
lease payments under capitalized lease obligations, by year
and in the aggregate, consist of the following at December 31,
1995:
<TABLE>
<CAPTION>
                                                 Capitalized
                             Long-Term              Lease
                                Debt             Obligations
                         ___________________________________
<S>                      <C>                    <C> 
  1996                   $12,321,683            $ 6,371,200
  1997                    21,508,951              7,224,316
  1998                     4,638,127              8,840,043
  1999                             -              8,304,156
                         ___________________________________
                                                 30,739,715
Amounts representing
 interest                                        (5,165,763)
                         ___________________________________
Total long-term            
 obligations             $38,468,761            $25,573,952 
                         ___________________________________   
                         ___________________________________
</TABLE>



                                  38
<PAGE>

The Company paid interest of approximately $4,026,000 in 1995, 
$1,819,000 in 1994, and $2,060,000 in 1993.  

3. Claims Payable
  
Under an agreement with its insurance underwriters, the
Company self-insures for liability of $1,500,000 for the initial
occurence per policy year, $1,250,000 for the second occurrence
per policy year, and $1,000,000 for each occurrence thereafter
involving property damage.  Liability in excess of this amount is 
assumed by the insurance underwriters.  Reserves for claims are 
provided in amounts which management considers adequate.
  
The Company self-insures employee health claims up to $175,000 per
employee per year and workers' compensation claims up to $500,000 
per employee per year and has provided reserves which management considers 
adequate for the Company's estimated liability for covered claims.
 
4. Income Taxes
  
In February 1992, the Financial Accounting Standards Board
issued Statement No. 109, Accounting for Income Taxes.  The
Company adopted the provisions of the new standard in its
financial statements for the year ended December 31, 1993. 
As permitted by Statement 109, prior year financial statements
were not restated to reflect the change in accounting
method.  The cumulative effect as of January 1, 1993 of
adopting Statement 109 increased net income by $500,000 and 
$.04 per share for the year ended December 31, 1993.

As a result of the change in the federal statutory rate from
34 percent to 35 percent effective January 1, 1993 resulting
from legislation enacted during 1993, the Company recorded an
adjustment to increase income tax expense by approximately
$550,000 in 1993.



                                  39
<PAGE>
<TABLE>
<CAPTION>

Income taxes consist of the following:

                                        Year ended December 31
                                1995           1994           1993
                             __________________________________________
<S>                          <C>             <C>            <C>
Current:               
  Federal                    $1,115,242      $ 5,835,000    $4,134,000     
  State                         (55,324)         721,000       710,000        
                             __________________________________________
                              1,059,918        6,556,000     4,844,000      
Deferred:                                
  Federal                     5,273,783        3,665,000     4,022,000      
  State                       1,052,738          635,000       646,000        
                             __________________________________________
                              6,326,521        4,300,000     4,668,000      
                             __________________________________________
                             $7,386,439      $10,856,000    $9,512,000     
                             __________________________________________
                             __________________________________________

</TABLE>

The effective tax rate varied from the statutory federal
income tax rate of 35% as follows:
<TABLE>
<CAPTION>  
                                        Year ended December 31
                            1995             1994             1993 
                        ______________________________________________
<S>                     <C>              <C>              <C>
Taxes at 
 statutory rate         $ 7,188,136      $ 9,802,269      $ 8,089,890      
Increase (decrease) 
 in taxes arising 
 from:                      
   State income 
    taxes, net of 
    federal tax 
    benefits                734,215        1,001,231          826,324              
 
   Other                   (535,912)          52,500          595,786               
                        ________________________________________________
                        $ 7,386,439      $10,856,000      $ 9,512,000          
                        ________________________________________________
                        ________________________________________________
</TABLE>

The Company paid income taxes of approximately $6,593,000 in 1995,
$2,573,000 in 1994, and $6,949,000 in 1993.  

The Company has alternative minimum tax credit carryforwards of
approximately $1,057,000 which have no expiration date and which
have been utilized for financial statement purposes.



                                  40
<PAGE>

Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts
used for income tax purposes. Significant components of the
Company's deferred tax liabilities and assets as of December
31 are as follows:
<TABLE>
<CAPTION>
                                        1995                1994
                                    ________________________________

<S>                                 <C>                 <C>
Deferred tax liabilities:   

   Property and equipment           $38,075,635         $ 30,408,000        
   Other - net                        1,846,513            1,660,000             
                                    _________________________________
Total deferred tax liabilities       39,922,148           32,068,000          

Deferred tax assets:   
   
   Claims payable                     4,903,403            4,588,000           
   Other net                          1,398,224              186,000             
                                    _________________________________
Total deferred tax assets             6,301,627            4,774,000           
                                    _________________________________
Net deferred tax liabilities        $33,620,521         $ 27,294,000        

</TABLE>
5. Employees' Benefit Plans
  
The Company has a profit sharing plan (the Plan) for all
employees who are 21 years of age or older and have completed
1,000 hours of service.  The Plan provides for discretionary
contributions by the Company not to exceed income before
federal income taxes for the year and limited to the amount
permitted under the Internal Revenue Code as a deductible
expense.  Each eligible employee may also contribute up to 10%
of the employee's annual compensation.  The Company's
contribution was approximately $323,000 for 1994 and $345,000 for 
1993.  No contributions were made by the Company during 1995.

The Company also has a defined contribution plan under Section
401(k) (the 401(k) Plan) of the Internal Revenue Code which
provides for voluntary contributions by employees and matching
contributions by the Company.  All employees who are 19 years
of age or older and have completed six months of service are
eligible for the 401(k) Plan which provides each participant
with the option of contributing from 1% to 15% of the employee's
annual compensation.  The Company matches the employee contribution up 



                                  41
<PAGE>

to 50% of the participant's contribution, but limited to a maximum of 3% 
of the participant's compensation.  The Company's contribution, net 
of forfeitures, was approximately $1,078,000 in 1995, $840,000 for 
1994, and $678,000 for 1993. 
 
6. Operating Leases
  
The Company leases revenue equipment under operating leases
with terms of less than one year.  Rent and purchased
transportation includes rental of revenue equipment of
approximately $130,000 in 1995, $164,000 in 1994, 
$465,000 in 1993.  
 
Other operating expenses include rentals of certain office,
terminal and warehouse facilities of $766,000 in 1995, $653,000 
in 1994, and $481,000 in 1993. 

7. Stockholders' Equity
<TABLE>  
The Company has stock option plans for key employees and 
outside directors.  Option transactions are summarized as
follows:

<CAPTION>
                                  1995               1994
                              _______________________________
<S>                           <C>                <C>
Options outstanding 
 at beginning of year         627,000            384,668                       
Options granted                45,000            245,000             
Options cancelled             (18,000)                   
Options exercised                   -             (2,668)             
                              _______________________________
Options outstanding
 at of end of year            654,000            627,000             
                              _______________________________
                              _______________________________
Option price range
 as of December 31            $2.00-$25.50       $2.00-$25.50
                              _______________________________
                              _______________________________
Options exercisable
 at December 31               229,669            214,002            
                              _______________________________
                              _______________________________
</TABLE>
Shares reserved for future grants were 486,000 at December 31, 1995.



                                  42
<PAGE>

Options are granted at the then-prevailing market price.  They
become exercisable in equal parts over the succeeding three to
five years.

In November, 1995, the Board of Directors authorized the purchase of
up to one million shares of the Company's Common Stock in the open
market.  Approximately 414,000 shares were repurchased and retired under
this authorization in 1995.

In June and July 1993, the Company sold to the public
2,000,000 and 156,300 shares, respectively, of common stock in
a secondary public offering.  The net proceeds of the sale of
$45,553,560 were used to pay off $33,900,000 of long-term debt
and to purchase additional revenue equipment.
    
8. Significant Customers
  
The Company operates primarily in one business segment, that of a
truckload carrier.  One customer, Sears, accounted for more
than 10% of revenues in 1995, 1994, and 1993 with revenues of 
$59,533,000, $43,876,000 and $33,900,000, respectively. 
  
9. Commitments and Contingencies
  
The Company has noncancelable contracts to purchase revenue
equipment of approximately $17,755,000 during 1996. 
  
The Company is involved in certain legal actions and claims
arising in the ordinary course of business.  It is the opinion
of management that such litigation and claims will be resolved without 
material effect on the Company's financial position or results of
operations.



                                  43
<PAGE>

10.  Fair Value of Financial Instruments
 
The following methods and assumptions were used by the Company
in estimating its fair value disclosures for financial
instruments:
  
     Cash and cash equivalents:  The carrying amount reported in
     the balance sheet for cash and cash equivalents approximates
     its fair value.

     Accounts receivable and accounts payable:  The carrying amounts
     reported in the balance sheet for accounts receivable and accounts
     payable approximate their fair value.

     Long-term obligations, including current portion:  The fair values
     of the Company's debt are estimated using discounted cash flow analyses, 
     based on the Company's current incremental borrowing rates for similar
     types of borrowing arrangements.
<TABLE>
<CAPTION>
The carrying amounts and fair values of the Company's financial 
instruments at December 31 are as follows:

                            1995                          1994
                    _________________________________________________________
         
                    Carrying      Fair            Carrying       Fair
                    Amount        Value           Amount         Value
                    ________      _____           ________       _____
<S>                 <C>           <C>             <C>            <C>
                       
Cash and cash           
 equivalents        $   486,459   $   486,459     $30,806,731    $30,806,731

Accounts             
 receivable          28,825,437    28,825,437      33,784,764     33,784,764
 
Accounts
 payable              4,336,847     4,336,847       6,341,525      6,341,525

Long-term debt       64,042,713    65,765,747      67,880,125     69,950,130    
</TABLE>



                                  44
<PAGE>

11. Selected Quarterly Data (Unaudited)
  
Summarized quarterly data for 1995 and 1994 follows.
<TABLE>
<CAPTION>  

                                                1995

                       March 31       June 30     September 30   December 31
                       ________________________________________________________
<S>                    <C>            <C>            <C>            <C>                          
1995
Operating revenues     $81,701,370    $84,541,100    $84,326,406    $82,500,630
Operating expenses      74,973,573     77,221,560     79,399,971     76,836,900
                       ________________________________________________________  
Operating income         6,727,797      7,319,540      4,926,435      5,663,730
Other expense              849,108        983,678        915,978      1,351,207
                       ________________________________________________________
Income before taxes      5,878,689      6,335,862      4,010,457      4,312,523
Income taxes             2,115,000      2,311,123      1,429,377      1,530,939
                       ________________________________________________________
Net income             $ 3,763,689    $ 4,024,739    $ 2,581,080    $ 2,781,584
                       ________________________________________________________
                       ________________________________________________________

Earnings per share:                    
  Net income per share        $.29           $.31           $.20           $.22
                       ________________________________________________________
                       ________________________________________________________
</TABLE>
<TABLE>
<CAPTION>

                                                1994

                       March 31       June 30     September 30   December 31
                       ________________________________________________________
<S>                    <C>            <C>            <C>            <C>                          
1994
Operating revenues     $60,432,420    $69,558,611    $80,303,567    $82,588,230
Operating expenses      56,118,951     61,862,141     71,016,620     74,224,645
                       ________________________________________________________
Operating income         4,313,469      7,696,470      9,286,947      8,363,585
Other expense              290,532        376,758        473,932        512,765
                       ________________________________________________________ 
Income before taxes      4,022,937      7,319,712      8,813,015      7,850,820
Income taxes             1,602,000      2,901,000      3,463,000      2,890,000
                       ________________________________________________________
Net income             $ 2,420,937    $ 4,418,712    $ 5,350,015    $ 4,960,820
                       ________________________________________________________
                       ________________________________________________________

Earnings per share:                    
  Net income per share        $.18           $.34           $.41           $.38
                       ________________________________________________________
                       ________________________________________________________
</TABLE>



                                  45
<PAGE>
<TABLE>

                                    Schedule II

                           Valuation and Qualifying Accounts
                                    
                                     M.S. Carriers, Inc.
<CAPTION>                                    
     Column A                     Column B                  Column C                 Column D             Column E
______________________________________________________________________________________________________________________
                                                           Additions
                                               ___________________________________

                                  Balance at       Charged to         Charged to                         Balance at
                                  Beginning        Costs and            Other                               End
   Description                    Of Period         Expenses          Accounts      Deductions           Of Period                
______________________________________________________________________________________________________________________

<S>                                <C>              <C>               <C>             <C>                <C>                 
Year ended December 31, 1995
Deducted from asset accounts:
  Allowance for doubtful 
    accounts receivable            $492,400         $202,176                          $185,657  (1)      $508,919

Year ended December 31, 1994
Deducted from asset accounts:
  Allowance for doubtful 
    accounts receivable            $559,881         $233,854                          $301,335  (1)      $492,400

Year ended December 31, 1993
Deducted from asset accounts:
  Allowance for doubtful 
    accounts receivable            $377,005         $187,594                          $  4,718  (1)      $559,881

<FN>
(1) Uncollectible accounts written off, net of recoveries.
</FN>
</TABLE>



                                  46
<PAGE>