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                                                                    EXHIBIT 99.1

                              ALLIED HOLDINGS, INC

                             AUDIT COMMITTEE CHARTER

PURPOSE

The primary purpose of the Audit Committee (the "Committee") is to assist the
Board of Directors (the "Board") in its oversight of:

         -        the accounting and financial reporting processes of the
                  Company and the audits of the financial statements of the
                  Company,

         -        the independent accountants their report on the financial
                  reports of the Company, and

         -        the adequacy of the system of internal controls and compliance
                  with material policies and laws, including the Company's Code
                  of Conduct;

The function of the Committee is one of oversight and review. Management of the
Company is responsible for the preparation of the Company's financial statements
and the independent auditors are responsible for auditing those financial
statements. The Committee and the Board of Directors (the "Board") recognize
that management (including the internal audit staff) and the independent
auditors have more resources and time, and more detailed knowledge and
information regarding the Company's accounting, auditing, internal control and
financial reporting than the Committee does; accordingly, the Committee's
oversight role does not provide any expert or special assurance as to the
financial statement and other financial information provided by the Company to
its shareholders and others.

The ultimate accountability of the independent accountants is to the Committee,
and the Committee ultimately has the authority and responsibility to select,
evaluate and, where appropriate, replace the independent accountants.

COMPOSITION AND STRUCTURE

The Committee shall consist of not less than three directors designated by the
Board. The Board must affirmatively determine that the members of the Committee
meet the independence and qualification requirements of the American Stock
Exchange (the "AMEX"), Section 10A(m)(3) of the Securities Exchange Act of 1934
(the "Exchange Act"), and the rules and regulations of the Securities and
Exchange Commission (the "SEC").

If the Board seeks to appoint one director to the Committee who is not
independent under AMEX listing standards but who does satisfy the requirements
of Rule 10A-3 under the Exchange Act, the Company may appoint such person to the
Committee in exceptional and limited circumstances as long as the Board
determines that membership on the Committee by the individual is in the best
interests of the Company and its shareholders. The Company must disclose the
identity of this individual, the nature of the relationship that makes that
individual

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not independent and the reasons for the Board's determination. Such a member may
not serve for a period of time in excess of two consecutive years and may not
serve as chair of the Committee.

Disclosure will be made in the proxy statement regarding the independence of
Committee members pursuant to AMEX listing standards.

One member of the Committee may be designated by the Company's Board of
Directors as an "audit committee financial expert" (as defined by the rules and
regulations of the SEC), and the identity of such member shall be disclosed in
the Company's proxy statement. If no member of the Committee qualifies as an
audit committee financial expert, the Company must disclose this fact in its
proxy statement and state why the Committee does not have a member who meets
applicable standards.

At least one member of the Committee must be "financially sophisticated" in that
he or she has past employment experience in finance or accounting, requisite
professional certification in accounting, or any other comparable experience or
background which results in the individual's financial sophistication, including
but not limited to being or having been a chief executive officer, chief
financial officer, or other senior officer with financial oversight
responsibilities. A director who qualifies as an audit committee financial
expert is presumed to qualify as financially sophisticated.

Each Committee member must be able to read and understand fundamental financial
statements, including a company's balance sheet, income statement and cash flow
statement.

MEETINGS

The Committee may meet as often as necessary, but not less than on a quarterly
basis.

One member of the Committee shall be appointed as chairperson (the
"Chairperson"). The Chairperson shall be responsible for leadership of the
Committee, including scheduling and presiding over meetings, preparing agendas,
and making regular reports to the Board. The Chairperson will also maintain
regular liaison with the Chief Executive Officer, Chief Financial Officer, the
General Counsel of the Company, the lead independent audit partner and the
director of Internal Audit. A member of the Committee who is determined by the
Board to be not independent may serve as Chairperson of the Committee.

RESPONSIBILITIES AND AUTHORITY

The following functions shall be common recurring activities of the Committee in
carrying out its purpose set forth in this Charter. These functions should serve
as a guide with the understanding that the Committee may carry out additional
functions and adopt additional policies and procedures as may be appropriate in
light of changing business, legislative, regulatory, legal or other conditions.
The Committee shall also carryout any other

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responsibilities and duties delegated to it by the Board from time to time
related to the purpose of the Committee outlined in this Charter.

The Committee, in discharging its oversight role, is empowered to study or
investigate any matter of interest or concern within the purpose of the
Committee that the Committee deems appropriate or necessary. The Committee shall
have the authority to engage independent counsel and other advisers, as it
determines necessary to carry out its duties, and the Company shall provide for
appropriate funding, as determined by the Committee for the payment of (a)
compensation to the independent auditor(s) engaged for the purpose of preparing
or issuing the audit report or performing other audit, review or attest services
for the Company, (b) compensation to any independent advisors employed by the
Committee and (c) ordinary administrative expenses of the Committee that are
necessary or appropriate in carrying out its duties.

To fulfill its responsibilities and duties, the Committee shall:

The Independent Auditor

1.       The Committee shall be directly responsible for the appointment
         (subject, at the discretion of the Board, to shareholder ratification),
         compensation, retention and oversight of the work of the registered
         public accounting firm engaged (including resolution of disagreements
         between management and the auditor regarding financial reporting) for
         the purpose of preparing or issuing an audit report or performing
         another audit, review or attest services for the Company, and each such
         registered public accounting firm must report directly to the
         Committee.

2.       Oversee the independence of the auditor by:

                  -        Ensuring that the independent auditors prepare and
                           deliver on an annual basis a formal written statement
                           delineating all relationships between the independent
                           auditors and the Company, consistent with
                           Independence Standards Board Standard 1, and
                           reviewing and discussing with the independent
                           auditor, on a periodic basis, any disclosed
                           relationships or services that may impact the
                           objectivity and independence of the auditor.

                  -        Pre-approving all audit and permitted non-audit
                           services (including the fees and terms thereof) to be
                           performed for the Company by its independent auditor,
                           subject to and in accordance with Section
                           10A(i)(1)(B) of the Securities Exchange Act of 1934
                           and the Committee's pre-approval policy, as it may be
                           amended from time to time.

Financial Reporting

1.       The Committee shall discuss with the independent auditor the (i)
         results of its audits, including the auditor's judgment about the
         quality, and not just the acceptability under Generally Accepted
         Accounting Principles, of the Company's accounting principles as

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         applied in its financial reporting, (ii) all critical accounting
         policies and practices to be used, and (iii) all material written
         communications between the independent auditor and management, such as
         any management letter or schedule of unadjusted differences.

2.       The Committee shall review with management and the independent auditor
         (i) major issues regarding accounting principles and financial
         statement presentation, including any significant changes in the
         Company's selection or application of accounting principles, and major
         issues as the adequacy of the Company's internal controls and any
         special audit steps adopted in light of material deficiencies, (ii)
         analyses prepared by management and the independent auditor setting
         forth significant financial reporting issues and judgments made in
         connection with the preparation of alternative GAAP methods on the
         financial statements, and (iii) the effect of regulatory and accounting
         initiatives, as well as off-balance sheet structures, on the financial
         statements of the Company.

3.       The Committee shall discuss with the Company's General Counsel any
         legal matters that may have a material impact on the Company's
         financial statements, and any material reports or inquiries from
         regulatory or governmental agencies.

4.       The Committee shall review management's evaluation of the adequacy of
         the Company's internal control structure and the extent to which major
         recommendations made by the independent auditors and the internal
         auditors have been implemented.

5.       The Committee shall review the services provided by the internal
         auditing functions, including:

                  -        The planned scope for the internal audit program, its
                           objectives, and the staff required to attain these
                           objectives.

                  -        The report which details the activities of the
                           internal auditing department of the preceding period.

                  -        The working relationship between the internal
                           auditing department and independent auditors.

6.       The Committee shall review with the independent auditor any problems or
         difficulties encountered during the course of the review or audit,
         including any restrictions on the scope or work or access to required
         information and management's response.

7.       The Committee shall review disclosures made to the Committee by the
         Company's Chief Executive Officer and Chief Financial Officer
         regarding: (i) any significant deficiencies in the design or operation
         of internal controls of the Company which could adversely affect the
         Company's ability to record, process, summarize and report financial
         data; and (ii) any fraud, material or otherwise, that involves
         management or others.

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Ethical and Legal Compliance/General

1.       The Committee shall be responsible for establishing procedures for:

                  -        The receipt, retention, and treatment of complaints
                           received by the Company regarding accounting,
                           internal accounting controls, or auditing matters;
                           and

                  -        The confidential, anonymous submission by employees
                           of the Company of concerns regarding questionable
                           accounting or auditing matters.

2.       Review and approve in advance any proposed "related party" transactions
         required to be disclosed pursuant to Item 404 of Regulation S-K.

3.       The Committee shall monitor compliance with the Company's Code of
         Conduct.

Reports

1.       The Committee shall prepare the report of the Committee to be included
         in the Company's annual proxy statement.

2.       The Committee shall report regularly to the Board (i) with respect to
         such matters as are relevant to the Committee's discharge of its
         responsibilities, (ii) with respect to such recommendations as the
         Committee may deem appropriate, and (iv) the Committee's conclusions
         with respect to the independent auditor. The report to the Board may
         take the form of an oral report by the chair or any other member of the
         Committee designated by the Committee to make such report.

REVIEW AND APPROVAL OF CHARTER

The Committee shall review and reassess the adequacy of this charter annually
and recommend modifications to the Board as needed.

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