Exhibit 4.8

          M.S. CARRIERS, INC. NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

1.   PURPOSE

     The purpose of the M.S. Carriers, Inc. Non-Employee Directors Stock Option
Plan (the "Plan") is, by the means of stock options, to encourage ownership in
M.S. Carriers, Inc. (the "Company") by non-employee directors of the Company
whose continued services are considered essential to the Company's growth and
progress and to provide non-employee directors with a further incentive to
continue as directors of the Company.

2.   ADMINISTRATION

     (a) The Plan shall be administered by the board of directors of the Company
(the "Board").

     (b) Grants of options under the Plan and the amount and nature of such
grants shall be automatic in accordance with Section 4 hereof.

     (c) All questions regarding the operation of the Plan shall be referred to
the Board and all decisions of the Board shall be final and conclusive.

3.   PARTICIPATION IN THE PLAN

     Each non-employee member of the Board shall be a participant in the Plan.
No person who is also an employee of the Company or one of its subsidiaries
shall be a participant except with respect to any options received prior to
becoming such an employee.

4.   STOCK OPTIONS

     (a) EXISTING NON-EMPLOYEE DIRECTORS. On the effective date of this Plan,
each non-employee director currently serving the Company shall be granted an
option to purchase 2500 shares of the Company's common stock, $.0l par value per
share ("Common Stock").

     (b) NEW NON-EMPLOYEE DIRECTORS. Each non-employee director elected to the
Board subsequent to the effective date of this Plan shall be granted on the
first business day following his or her election to the Board, an option to
purchase 2500 shares of the Company's Common Stock.

5.   DETERMINATION OF OPTION PRICE

     The option price of a share of Common Stock covered by each stock option
shall be 100% of the fair market value of Common Stock on the date of grant of
such stock option. Such fair market value shall be the average of the high and
low selling prices of a share of Common Stock as reported by The Wall Street
Journal on the date of grant of the stock option.
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6.   OPTION TERM

     The term within which each stock option is exercisable shall be ten years
from the date of the grant of an option. While an optionee is a director of the
Company and in the case of an optionee who ceases to be a director of the
Company by reason of death or total disability, an option may be exercised prior
to its expiration only by the optionee or, in the case of death, by the executor
or administrator of optionee's estate or by a person who acquired the right to
exercise such option by bequest or inheritance. All option privileges continue
for one (1) year after death or total disability, but not after the expiration
of the option term. Otherwise, an option may only be exercised within the thirty
day period after an optionee ceases to be a director of the Company.

7.   VESTING OP OPTIONS

     The stock options granted hereunder shall vest and become exercisable,
subject to the provisions of paragraph 8, in five (5) equal annual installments
on the anniversary dates of the date of grant as follows:

          First anniversary date      -     500   shares
          Second anniversary date     -     500   additional shares
          Third anniversary date      -     500   additional shares
          Fourth anniversary date     -     500   additional shares
          Fifth anniversary date      -     500   additional shares
                                           ------------------------
                                           2500   total shares

Stock options that become  exercisable  in accordance  with the foregoing  shall
remain exercisable,  subject to the provisions  contained in the Plan, until the
expiration of the term of the stock option as set forth in Paragraph 6.

8.   TERMINATION OF DIRECTORSHIP

     (a) If a non-employee director ceases to be a director of the Company for
any reason other than death or disability, all stock options previously granted
to him shall immediately terminate; provided, however, the non-employee director
shall have thirty (30) days from the date on which he ceased to be a
non-employee director to exercise any option or portion thereof which was
exercisable on the date that the non-employee director ceased to be a director
of the Company.

     (b) If a non-employee director dies during his directorship or ceases to be
a director of the Company by reason of his total disability, as defined in
section 105(a)(4) of the Internal Revenue Code of 1986, as amended ("Internal
Revenue Code"), all options previously granted to the non-employee director
shall immediately vest and become exercisable; provided, however, all options
must be exercised by the non-employee director or his personal representative,
heirs or legatees prior to the earlier of (i) one (1) year after the date on
which the non-employee director dies or ceases to be a director of the Company,
or (ii) the expiration of the term of the options.

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     (c) Notwithstanding anything contained in this Plan to the contrary, no
stock option granted hereunder shall become exercisable prior to the expiration
of a six-month period following the date that such option is deemed acquired by
the non-employee director pursuant to Rule 16b-3 under the Securities Exchange
Act of 1934 (The "1934 Act").

9.   OPTION AGREEMENTS

     Each stock option shall be evidenced by a written option agreement
containing such terms and conditions, consistent with the provisions of the
Plan, as the Board shall from time to time determine.

10.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

     In the event of changes in the Common Stock by reason of stock dividends,
split-ups, recapitalizations, mergers, consolidations, combination or exchanges
of shares and the like, the maximum number of shares of Common Stock subject to
the Plan and the number of shares and option price per share of all stock
subject to outstanding options shall be adjusted as necessary to maintain the
proportionate interest of the optionees and preserve, without exceeding, the
value of the options.

11.  TRANSFERABILITY OP OPTIONS

     Options under the Plan shall not be assignable or transferable, or subject
to encumbrance or charge of any nature, otherwise than by will or the laws of
descent and distribution. A stock option may be exercised, during the lifetime
of a non-employee director to whom such option was granted, only by such
director.

12.  AMENDMENT AND TERMINATION

     The Board may at any time and from time to time amend, suspend or terminate
the Plan in whole or in part; provided, however, that the Board may not amend
the Plan without the approval of the Company's stockholders if such approval is
required to comply with Rule 16b-3 under the 1934 Act or the Tennessee Business
Corporation Act or any applicable rules of the National Association of
Securities Dealers, Inc. or the New York Stock Exchange; and provided further,
that the Plan shall not be amended more than once every six months other than to
comport with changes in the Internal Revenue Code, the Employee Retirement
Income Security Act, or the rules thereunder. No such amendment, suspension or
termination may, without the consent of a director to whom an option shall
theretofore have been granted, adversely affect the rights of such directors
under such option.

13.  COMMON STOCK RESERVED FOR PLAN

     Subject to adjustment under Section 10, the aggregate number of shares of
Common Stock which may be issued under options and which shall be reserved for
purposes of the Plan shall be 20,000. Authorized but unissued shares or treasury
shares or both may be utilized for purposes of the Plan. Such number of reserved
shares shall be reduced if and to the extent that treasury shares rather than
authorized but unissued shares of Common Stock shall be utilized for purposes of
the Plan. If any stock option shall expire or terminate for any reason without
having been exercised in full, the unpurchased shares under such option shall
again become available for purposes of the Plan.

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14.  MANNER OF EXERCISE AND PAYMENT

     (a) Stock options shall be exercised by delivery of written notice to the
Secretary of the Company setting forth the number of shares of Common Stock with
respect to which the option is to be exercised.

     (b) Payment for all shares shall be made in cash or with Common Stock or a
combination of both delivered at the time that an option, or any part thereof,
is exercised. No shares shall be issued until full payment thereof or has been
made. Common Stock used as payment shall have been owned by the optionee not
less than six months preceding the date the option is exercised and shall be
valued at its fair market value on the date of payment.

15.  MISCELLANEOUS PROVISIONS

     (a) The grant of stock options under the Plan shall not confer upon any
director any of the rights of a shareholder until exercise of the director's
stock option and until the director shall have received a certificate or
certificates therefor.

     (b) The grant of stock options under the Plan shall not be deemed to create
any obligation on the part of the Board to nominate any director for re-election
by the Company's shareholders or to limit the Board's authority to remove any
director.

16.  DURATION OF PLAN

     The Plan shall expire on the tenth anniversary of the earlier of approval
of the Board or the stockholders of the Company unless earlier terminated, and
no stock option shall be granted after expiration or termination but stock
options previously granted shall remain outstanding in accordance with their
applicable terms and conditions and the terms and conditions of the Plan.

17.  SECTION 16(B) COMPLIANCE

     It is the intention of the Company that the Plan shall comply in all
respects with Rule l6-b3 under the 1934 Act and, if any Plan provision is later
found not to be in compliance with Section 16 of the 1934 Act, the provision
shall be deemed null and void, and in all events the Plan shall be construed in
favor of its meeting the requirements of Rule 16b-3.

18.  ADOPTION, APPROVAL AND EFFECTIVE DATE OF PLAN

     The Plan shall be considered adopted and shall become effective on the date
the Plan is approved by the Board of Directors of the Company; provided,
however, that the Plan and any grants of Options thereunder, shall be void, if
the stockholders of the Company shall not have approved adoption of the Plan
within twelve months after each effective date.

                                        Adopted By The Board of Directors
                                        By Resolution dated September 14, 1994

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

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