Exhibit 4.4

                              M. S. CARRIERS, INC.
                           INCENTIVE STOCK OPTION PLAN

     THIS IS THE INCENTIVE STOCK OPTION PLAN (the "Plan"), of M. S. CARRIERS,
INC., a Tennessee corporation (the "Company"), under which options may be
granted from time to time to eligible employees of the Company to purchase
shares of the Company's common stock, $.0l par value, subject to the
limitations, provisions and requirements hereinafter stated. The Plan is as
follows:

     1. PURPOSES. The purposes of the M. S. Carriers, Inc. Incentive Stock
Option Plan (the "Plan") are as follows:

          (a) To further the growth, success, and interest of M. S. Carriers,
Inc. (the "Company") and its shareholders by enabling key employees of the
Company, who have been or will be given substantial responsibility for the
direction and management of the Company, to acquire shares of the Company's
common stock under the terms and conditions and in the manner contemplated by
this Plan, thereby increasing their personal involvement in the Company,
providing them with an additional incentive to promote its success and
encouraging them to remain in its employ; and

          (b) To provide an incentive stock option plan which qualifies for
treatment under ss. 422(A) of the Internal Revenue Code to transfers of common
stock made pursuant to it.

          The term "Option" shall mean an incentive stock option granted
pursuant to the Plan.

     2. ADMINISTRATION OF PLAN. This Plan shall be administered by a Committee
consisting of three directors who shall be appointed by the Company's Board of
Directors for the purposes of this Plan. This Committee shall interpret the Plan
in a manner consistent with its purposes; and, subject to the terms of the Plan,
will have discretion to determine who shall participate in the Plan and how many
shares shall be sold to each participant. All actions and determinations of the
Committee taken in connection with the Plan, including the awarding of Options,
shall be final and conclusive. The Committee may adopt rules from time to time
for carrying out the Plan.

     3. TIME OF GRANT. Any and all Options granted pursuant to this Plan must be
granted within ten (10) years from the date of the adoption of the Plan by the
Board of Directors. An Option shall be deemed to have been granted on the date
on which the Committee awards the Option.

     4. ELIGIBLE EMPLOYEES. Key employees, including officers, of the Company
whom the Committee selects shall be eligible to receive Options; provided that
such key employees must agree, in writing, to remain in the employ of, and
render services to, the Company for a period of at least two (2) years from the
date of the granting of the Option. No member of the Board of Directors of the
Company shall be eligible to receive Options unless he is also an employee of
the Company, and no member of the Committee shall be eligible to receive Options
hereunder. Further, no employee who owns more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company shall be
eligible to receive Options except in compliance with paragraph 8 below.
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     5. STOCK SUBJECT TO PLAN. An aggregate of 200,000 shares of the common
stock, $.0l par value, of the Company shall be subject to this Plan either from
authorized but previously unissued shares or from shares reacquired by the
Company, including shares purchased in the open market. If prior to the
termination of the Plan, shares issued under it shall have been repurchased by
the Company in connection with the restrictions imposed on such shares pursuant
to this Plan, such repurchased shares shall again become available for
reissuance under the Plan.

     6. GRANTING OF OPTIONS. The Company hereby grants Options to the following
key employees: J.W. Welch, M.J. Barrow and Robert P. Hurt, as provided in
separate Incentive Stock Option Agreements between the Company and these
respective key employees. Thereafter, from time to time until termination of the
Plan, the Committee shall determine if and when a key employee is to be granted
an Option and shall determine the number of shares to be covered by each Option,
subject to the provision regarding continuous employment set forth in paragraph
4. The selection of a key employee to be a recipient of an Option shall not be
deemed to entitle such key employee to such Option prior to the time it is
granted by the Committee.

     7. TERMS AND CONDITIONS OF OPTIONS. Options shall be evidenced by Stock
Option Agreements in such form not inconsistent with this Plan as the Committee
shall from time to time determine, provided that the substance of the following
shall be included therein:

          (a) NUMBER OF SHARES. The number of shares to which the Option
pertains shall be stated.

          (b) OPTION PRICE. The option price shall not be less than 100% of the
fair market value of the stock on the date the Option is granted. The fair
market value of the stock shall be determined in good faith by the Committee. If
the stock is traded in the over-the-counter market, such fair market value shall
be deemed to be the mean between the asked and the bid prices on the date of
grant as reported by NASDAQ. If the stock is traded on an exchange, such fair
market value shall be deemed to be the mean of the high and low prices at which
it is quoted or traded on the exchange on the date of grant.

          (c) METHOD OF EXERCISE. Shares purchased under Options shall at the
time of purchase be paid for in full. To the extent that the right to purchase
shares has accrued thereunder, Options may be exercised from time to time by the
key employee (or other person entitled to exercise the Option) (the "optionee")
giving written notice to the Company stating the number of shares with respect
to which the Option is being exercised and the time of the delivery thereof.
Time of delivery shall be at least 15 days after the giving of such notice
unless an earlier date shall have been mutually agreed upon. At the time
specified in such notice, the Company shall, without transfer or issue tax to
the optionee deliver to the optionee at the main office of the Company, or such
other place as shall be mutually acceptable, a certificate or certificates for
such shares out of theretofore authorized but unissued or reacquired common
shares as the Company may elect. The shares shall be paid for by certified or
bank cashier's check or the equivalent thereof acceptable to the Company. If the

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optionee fails to accept delivery of and pay for all or any part of the number
of shares specified in such notice under tender of delivery thereof, his right
to exercise the Option with respect to such undelivered shares may be
terminated.

          (d) OPTION TERM. All Options issued hereunder shall be for such period
as the Committee shall determine but for not more than ten (10) years from the
date the Option is granted.

          (e) EXERCISE OF OPTIONS. Each Option granted under this Plan shall
become exercisable only after two (2) years of continuous employment of the key
employee with the Company immediately following the date the Option is granted.
An Option shall be exercisable in the manner set out in subparagraph 7(c)
according to the following terms. Except as otherwise provided herein, no Option
shall be exercisable until the second anniversary of the grant thereof when it
shall become exercisable for one-third (1/3) of the shares covered thereby.
Thereafter, an Option shall be exercisable for an additional one-third (1/3) of
the shares covered thereby on each of the third and fifth anniversaries of the
date of grant thereof. Thereafter, an Option may be exercised at any time and
from time to time, within its terms, in whole or in part, but it shall not be
exercisable after the expiration of ten (10) years from the date on which it
became exercisable or after the earlier termination of the Option as provided
for in subparagraph 7(g) below. The Committee may, in its discretion, alter such
exercise schedule in any particular Option granted and such Option shall reflect
the exercise schedule approved by the Committee; provided, however, each Option
granted under this Plan shall become immediately exercisable if Michael S.
Starnes is not serving in any of the following capacities: Chairman of the
Board, Chief Executive Officer or President of the Company.

          (f) NONASSIGNABILITY OF OPTION RIGHTS. No Option shall be assignable
or transferable by a key employee except by will or by the laws of descent and
distribution. During the life of a key employee, the Option shall be
exercisable only by him.

          (g) EFFECT OF TERMINATION OF EMPLOYMENT, DISABILITY, OR DEATH. In the
event a key employee terminates his employment by reason of (i) discharge for
cause or (ii) voluntary termination by the key employee, any Option or Options
theretofore granted to him under this Plan to the extent not theretofore
exercised by him shall immediately terminate; provided, however, the employee
shall have thirty (30) days from the date on which he ceases to be an employee
to exercise any Option or portion thereof which was exercisable at the date of
his termination. In the event a key employee during his life ceases to be an
employee of the Company for any other reason, including retirement, other than
total disability, any Option or unexercised portion thereof granted to him shall
immediately become exercisable and employee shall have thirty (30) days from the
date on which he ceases to be an employee to exercise such Option or any portion
thereof. In the event a key employee ceases to be an employee of the Company by
reason of his total disability, as defined in ss. 105(d)(4) of the Internal
Revenue Code, an Option or unexercised portion thereof granted to him shall
terminate one (1) year after the date on which he ceases to be an employee. In
the event of the death of a key employee during his employment, any Option or
unexercised portion thereof granted to him may be exercised by his personal
representatives, heirs, or legatees at any time prior to the earlier of one (1)
year after the date of his death or the expiration of the term of the Option. If
a key employee's employment ceases on account of his disability or death, all
restrictions hereunder shall be waived and all Options heretofore granted shall
immediately be exercisable.

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          (h) RIGHTS AS SHAREHOLDER. The key employee shall have no rights as a
shareholder with respect to any shares covered by his Option until the date of
issuance of a certificate to him for such shares. No adjustment shall be made
for dividends or other rights for which the record date is prior to the date
such certificate is issued.

          (i) AMOUNT OF OPTIONS. The aggregate fair market value of the stock
determined as of the date on which an Option is granted, for which a key
employee may be granted Options in any calendar year, shall not exceed $100,000
plus any unused limit carryover. "Unused limit carryover" shall mean one-half of
the amount by which $100,000 exceeds the aggregate fair market value of the
stock of which a key employee was granted Options in any calendar year. The
unused limit carryover may be used in the three years next succeeding the year
it occurs but shall be reduced by the amount used each such year.

          (j) OTHER OUTSTANDING OPTIONS. No Option granted under this Plan may
be exercised while there is outstanding any other Option to purchase stock in
the Company which was granted before the granting of such Option and which has
not been exercised in full or which has not expired by reason of lapse of time.

     8. GREATER THAN 10% SHAREHOLDER. A key employee who owns more than 10% of
the total combined voting power of all classes of stock of the Company may be
granted an Option pursuant to this Plan, if and only if, in addition to the
other terms and restrictions of the Plan, the following restrictions are
complied with: (i) the option price is at least 110% of the fair market value of
the stock subject to the Option on the date the Option is granted; and (ii) such
Option is not exercisable after five (5) years from the date the Option is
granted.

     9. ADJUSTMENTS. In the event of the declaration of any stock dividend on
the stock, or in the event of any reorganization, merger, consolidation,
acquisition, separation, recapitalization, split-up, combination or exchange of
shares of stock, or like adjustment, the number of shares of stock pursuant to
this Plan, and the option prices, may be adjusted by appropriate changes in this
Plan and in any Options outstanding pursuant to this Plan. Any such adjustment
to the Plan or to Options or option prices shall be made by action of the
Committee, whose determination shall be conclusive.

     10. STOCK PURCHASED FOR INVESTMENT. At the discretion of the Committee, an
option agreement may provide that the option holder shall, by accepting an
Option, represent and agree, for himself and his transferees by will or by the
laws of descent and distribution that all shares of stock purchased upon
exercise of the Option will be acquired for investment and not for resale or
distribution, and that upon each exercise of any portion of an Option, the
person entitled to exercise the same shall furnish evidence satisfactory to the
Company (including a written and signed representation) to the effect that the
shares are being acquired in good faith for investment and not for resale or
distribution.

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     11. REGISTRATION REQUIREMENTS. No shares shall be issued and delivered upon
exercise of any Option, unless and until, in the opinion of counsel for the
Company, any applicable registration requirements of the Securities Act of 1933,
as amended, any applicable listing requirements of any national securities
exchange on which stock of the same class is then listed, and any other
requirements of law or of any regulatory bodies having jurisdiction over such
issuance and delivery, shall have been fully complied with.

     12. SHAREHOLDER APPROVAL. This Plan shall be approved by at least a
majority of the shareholders of the Company entitled to vote at a meeting of the
shareholders of the Company held within twelve (12) months of the date the Plan
is adopted by the Company's Board of Directors.

     13. RESTRICTIONS ON TRANSFER OF SHARES. Shares purchased under Options may
not be sold or transferred within one (1) year after the transfer of the shares
to the optionee.

     14. AMENDMENT OF PLAN. The Board of Directors may at any time amend the
Plan, provided that, without the approval of the shareholders, there shall be,
except by operation of the provisions of paragraph 9 above, no increase in the
total number of shares covered by the Plan, there shall be no change in the
class of employees eligible to receive Options granted under the Plan, there
shall be no reduction in the option price, there shall be no extension of the
latest date upon which Options may be exercised and, provided further, that no
amendment may affect any then outstanding Options or any unexercised portions
thereof.

     15. USE OF PROCEEDS. The proceeds from the sale of shares pursuant to
Options granted under this Plan shall constitute general funds of the Company.

     16. TERMINATION. This Plan shall terminate and no further shares shall be
sold or issued hereunder on February 28, 1996, which is ten (10) years from the
date on which the Plan was originally approved by the Board of Directors of the
Company, or such earlier date as may be determined by the Committee. The
termination of this Plan, however, shall not affect the continued existence of
rights created under Options issued pursuant to this Plan and outstanding on
said date which by their terms extend beyond said date.


                                        /s/ M.J Barrow
                                        ----------------------------------------
                                        Secretary

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