SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a)
                  of the Securities Exchange Act of 1934



Filed by the Registrant       /X/

Filed by a Party other than the Registrant

Check the appropriate box:

/ /  Preliminary Proxy Statement

/ /  Confidential, for Use of the Commission Only (as permitted
     by Rule 14a-6(6)(2)

/X/  Definitive Proxy Statement

/ /  Definitive Additional Materials

/ /  Soliciting Material Pursuant to Section 240.14a-11(c) or
     Section 240.14a-12

                       ABRAMS INDUSTRIES, INC.
         ------------------------------------------------
         (Name of Registrant as Specified in Its Charter)

                              N/A
            ------------------------------------------
            (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/  No fee required.

/ /  Fee computed on table below per Exchange Act Rules 14a-
     6(i)(1)(4) and 0-11.

/ /  (1)  Title of each class of securities to which transaction
          applies:

     ----------------------------------------------------------

     (2)  Aggregate number of class of securities to which
          transaction applies:

     ----------------------------------------------------------

     (3)  Per unit price or other underlying value of transaction
          computed pursuant to Exchange Act Rule 0-11 (set forth
          the amount on which the filing fee is calculated and
          state how it was determined):

     ----------------------------------------------------------

<PAGE>
                            ABRAMS INDUSTRIES, INC.
                                Atlanta, Georgia

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                         TO BE HELD ON AUGUST 23, 2000



      The  Annual  Meeting  of  Shareholders  of ABRAMS  INDUSTRIES,  INC.  (the
"Company")  will be held on Wednesday,  August 23, 2000,  at 4:00 P.M.,  Atlanta
time, at the Company's  Corporate  Headquarters,  1945 The Exchange,  Suite 300,
Atlanta, Georgia, for the purpose of considering and voting upon the following:

      (1)   The  election  of  eleven  Directors  to  constitute  the  Board  of
            Directors  until the next Annual Meeting and until their  successors
            are elected and qualified.

      (2)   To approve the  Company's  2000 Stock  Award Plan (the "Stock  Award
            Plan").


      (3)   Such other  matters as may  properly  come before the meeting or any
            and all adjournments thereof.


      The Board of  Directors  has fixed the close of business on July 10, 2000,
as the  record  date  for the  determination  of the  shareholders  who  will be
entitled to notice of, and to vote at, this meeting or any and all  adjournments
thereof.




                                          BY ORDER OF THE BOARD OF DIRECTORS



                                          Alan R. Abrams
                                          CO-CHAIRMAN OF THE BOARD
                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER


Atlanta, Georgia
July 27, 2000


                      IMPORTANT - YOUR PROXY IS ENCLOSED.
            PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY PROMPTLY.
                        NO POSTAGE IS REQUIRED IF MAILED
               IN THE UNITED STATES IN THE ACCOMPANYING ENVELOPE.


<PAGE>
                            ABRAMS INDUSTRIES, INC.

                               EXECUTIVE OFFICES

                               1945 The Exchange
                                   Suite 300
                          Atlanta, Georgia 30339-2029

                                PROXY STATEMENT

      The following information is furnished in connection with the solicitation
of proxies by the Board of  Directors  of the Company for the Annual  Meeting of
Shareholders  (the "Meeting") to be held on Wednesday,  August 23, 2000, at 4:00
P.M., Atlanta time, at the Company's Corporate Headquarters,  1945 The Exchange,
Suite 300,  Atlanta,  Georgia.  A copy of the  Company's  Annual  Report for the
fiscal  year  ended  April  30,  2000,  and a proxy for use at the  meeting  are
enclosed with this Proxy Statement.  This Proxy Statement and the enclosed proxy
first were mailed to shareholders on or about July 27, 2000.


                              GENERAL INFORMATION

      Any proxy given  pursuant  to this  solicitation  may be revoked,  without
compliance  with any other  formalities,  by any  shareholder  who  attends  the
Meeting  and gives oral  notice of his or her  election  to vote in  person.  In
addition,  any proxy given pursuant to this solicitation may be revoked prior to
the Meeting by delivering to the President of the Company a notice of revocation
or a duly executed  proxy for the same shares  bearing a later date. All proxies
of  shareholders  solicited  by the  Company  which are  properly  executed  and
received by the President of the Company prior to the Meeting, and which are not
revoked,  will be voted at the Meeting.  The shares  represented by such proxies
will  be  voted  in  accordance  with  the  instructions   thereon,  and  unless
specifically instructed to vote otherwise, the individuals named in the enclosed
proxy will vote to elect all the  nominees as set forth in this Proxy  Statement
and in favor of the Stock Award Plan.  Abstentions and broker  non-votes will be
included in determining  whether a quorum is present at the Annual Meeting,  but
will  otherwise  have no effect on the  election of the nominees for Director or
the approval of the Stock Award Plan. For purposes of determining  approval of a
matter  presented at the Meeting  other than the  election of Directors  and the
approval  of the  Stock  Award  Plan,  abstentions  will be deemed  present  and
entitled  to vote  and  therefore  will  have the same  legal  effect  as a vote
"against" a matter presented at the Meeting. Broker non-votes will be deemed not
entitled to vote on the subject matter as to which the non-vote is indicated and
will,  therefore,  have no legal effect on the vote on that particular matter. A
system  administered  by the  Company's  transfer  agent will tabulate the votes
cast.

      The  cost  of  soliciting  proxies  is  paid  by the  Company.  Copies  of
solicitation  material  may be furnished  to banks,  brokerage  houses and other
custodians,  nominees and  fiduciaries  for  forwarding to beneficial  owners of
shares of the  Company's  common  stock,  $1.00 par value per share (the "Common
Stock"), and normal handling charges may be paid for such forwarding service. In
addition to soliciting by mail,  Directors and regular employees of the Company,
at no additional compensation,  may assist in soliciting proxies by telephone or
other means.

      As of July 10, 2000,  the record date for the Annual  Meeting,  there were
2,936,356  shares of Common Stock  outstanding and entitled to vote. The holders
of Common Stock, the only outstanding class of voting stock of the Company,  are
entitled to one vote per share.

<PAGE>
                      NOMINATION AND ELECTION OF DIRECTORS

      The Board of Directors recommends the election of the eleven (11) nominees
listed below to constitute the entire Board to hold office until the next Annual
Meeting of  Shareholders  and until their  successors are elected and qualified.
If, at the time of the Annual Meeting,  any of such nominees should be unable to
serve,  the persons named in the proxy will vote for such substitutes or vote to
reduce the number of Directors  for the ensuing year as  management  recommends.
Management has no reason to believe that any  substitute  nominee or nominees or
reduction in the number of Directors for the ensuing year will be required.  The
affirmative  vote of a  plurality  of the votes  cast is  required  to elect the
nominees.

      The  Company's  By-Laws  contain  an  advance  notice  procedure  for  the
nomination  of  candidates  for  election  to  the  Board.  Notice  of  proposed
shareholder nominations for election of Directors must be given to the Secretary
of the  Company not less than 60 days nor more than 90 days prior to the meeting
at which Directors are to be elected, unless the notice of meeting is given less
than 60 days prior to the meeting,  in which case the notice of nomination  must
be received not later than the 10th day following the day on which the notice of
meeting  was mailed to  shareholders.  The  notice of  nomination  must  contain
information  about each proposed  nominee,  including  age,  address,  principal
occupation,  the number of shares of stock of the Company  beneficially owned by
such  nominee and such other  information  as would be required to be  disclosed
under the Securities  Exchange Act of 1934 (the "Exchange  Act"),  in connection
with any  acquisition  of shares by such  nominee  or with the  solicitation  of
proxies by such nominee for his election as a Director. Information must also be
disclosed by and about the  shareholder  proposing to nominate that person.  The
chairman of a shareholder  meeting may refuse to  acknowledge  the nomination of
any person not made in compliance with the foregoing procedure.

      All of the  nominees  are now  Directors  of the  Company  and have served
continuously since their first election.  The following information relating to:
(1)  age as of  August  23,  2000;  (2)  directorships  in  other  publicly-held
companies;  (3) positions with the Company;  and (4) principal  employment,  has
been furnished by the respective nominees.  Except as otherwise indicated,  each
nominee  has  been  or was  engaged  in his or her  present  or  last  principal
employment, in the same or a similar position, for more than five years.




================================================================================
                                       INFORMATION ABOUT NOMINEES
            NAME                               FOR DIRECTOR
--------------------------------------------------------------------------------
Alan R. Abrams             A Director  of the Company  since  1992,  he has been
                           Co-Chairman  of the Board since  August  1998,  Chief
                           Executive  Officer  since  July 1999,  and  President
                           since May 2000.   From May 1998 to July 1999,  he was
                           President and Chief Operating  Officer.  He served as
                           Executive  Vice  President of the Company from August
                           1997 to May 1998.  From  July  1994 to May  1998,  he
                           served as  President,  and from July 1997 to May 1998
                           as Chief Executive Officer of Abrams Properties, Inc.
                           Mr. Abrams is 45.

David L. Abrams            A Director of the Company since  February 2000, he is
                           an attorney with  Sutherland  Asbill & Brennan LLP (a
                           law firm). Mr. Abrams is 42.

<PAGE>

Edward M. Abrams           A Director  of the Company  since  1953,  he has been
                           Chairman  of the  Executive  Committee  since  August
                           1998. He served as Chairman of the Board of Directors
                           from  August  1995  to  August  1998,  and  as  Chief
                           Executive  Officer  from August 1995 to August  1997.
                           Prior to that he served as President and Treasurer of
                           the Company. Mr. Abrams is 73.

J. Andrew Abrams           A Director  of the Company  since  1992,  he has been
                           Co-Chairman  of the Board since August 1998, and Vice
                           President-Business  Development  since May  2000.  He
                           served as President and Chief Operating  Officer from
                           July  1999  to  May  2000,   and  as  Executive  Vice
                           President  from August 1997 to July 1999. He also has
                           served as Chief  Executive  Officer of Abrams Fixture
                           Corporation  since July 1997.  From September 1994 to
                           July 1997, he served Abrams  Fixture  Corporation  as
                           Vice President. Mr. Abrams is 40.

Paula Lawton Bevington     A Director of the Company since 1992, she is Chairman
                           of Servidyne Systems, Inc. (a mechanical  engineering
                           services company). Ms. Bevington is 62.

Gilbert L. Danielson       A  Director  of the  Company  since May  2000,  he is
                           Executive Vice President, Chief Financial Officer and
                           a  Director  of  Aaron  Rents,   Inc.  (a  furniture,
                           consumer   electronics  and  home  appliance  rental,
                           rental purchase and specialty retailing company). Mr.
                           Danielson is 53.

Melinda S. Garrett         A Director of the Company since  September  1999, she
                           has been Chief Financial Officer of the Company since
                           February 1997. She also has served Abrams Properties,
                           Inc. as Chief  Financial  Officer since May 1998, and
                           Vice President since June 1993. Ms. Garrett is 44.

Robert T. McWhinney, Jr.   A Director of the Company since May 2000, he has been
                           President  and  Chief  Executive  Officer  of Stone &
                           Webster    Management    Consultants,     Inc.    (an
                           international consulting company to energy, water and
                           broader  utility   sectors,   that  is  an  operating
                           subsidiary of Stone & Webster,  Inc.) since  February
                           1997. He was an independent  business consultant from
                           October 1996 to January 1997, and he served Resources
                           Group,  Ltd.  (a  commercial  consulting  company) as
                           Senior  Vice   President   from   September  1995  to
                           September  1996.  From April  1995 to August  1995 he
                           served as an  independent  business  consultant.  Mr.
                           McWhinney is 60.

B. Michael Merritt         A Director of the Company since February 2000, he has
                           been  President of Abrams  Construction,  Inc.  since
                           June   1995.   Prior   to  that  he   served   Abrams
                           Construction,  Inc. as Executive Vice President.  Mr.
                           Merritt is 50.

<PAGE>

L. Anthony Montag          A Director  of the Company  since  1969,  he is Chief
                           Executive  Officer of A.  Montag &  Associates,  Inc.
                           (investment counselors). Mr. Montag is 66.

Felker W. Ward, Jr.        A Director of the Company  since 1992, he is Chairman
                           of Pinnacle  Investment  Advisors,  Inc.  (investment
                           advisory  services).  He is a Director  of  Shoney's,
                           Inc., AGL Resources, Inc. and Fidelity National Bank.
                           Mr. Ward is 67.

================================================================================

      Alan R.  Abrams  and J.  Andrew  Abrams  are  brothers,  sons of Edward M.
Abrams,  and first cousins of David L. Abrams.  David L. Abrams is the nephew of
Edward M. Abrams. There are no other family  relationships  between any Director
or Executive Officer and any other Director or Executive Officer of the Company.

      On June 2,  2000,  in  conjunction  with  and as a  condition  to  Stone &
Webster,  Inc.'s definitive  agreement to sell  substantially all of its assets,
Stone  &  Webster  and 71  affiliates,  including  Stone  &  Webster  Management
Consultants,  Inc.,  of which  Mr.  McWhinney  serves  as  President  and  Chief
Executive Officer,  sought bankruptcy court approval of the asset sale by filing
a voluntary petition for reorganization  under Chapter 11 of the U.S. Bankruptcy
Code. On July 13, 2000, the U.S.  Bankruptcy  Court for the District of Delaware
approved the sale of substantially all of Stone & Webster,  Inc.'s assets to The
Shaw Group, Inc., and the transaction was effectively closed on July 14, 2000.


               MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

      During the fiscal year ended April 30, 2000,  the Board of Directors  held
eight  meetings  and  the  Audit  Committee  held  two  meetings.  Although  the
Compensation Committee did not meet during the fiscal year ended April 30, 2000,
it held meetings in April 1999 and May 2000. All of the incumbent  Directors who
served during the fiscal year ended April 30, 2000, attended at least 75% of the
aggregate of such  meetings  and the meetings of each  committee of the Board on
which they serve.

      The Board has a standing Executive Committee currently  consisting of Alan
R. Abrams, Edward M. Abrams, J. Andrew Abrams, Melinda S. Garrett and B. Michael
Merritt.  This  committee  is  empowered to take actions that do not require the
approval of the full Board of Directors.  All actions of the Executive Committee
subsequently are reviewed by the full Board of Directors.

      The Board has a standing  Audit  Committee  composed  entirely  of outside
Directors.  The committee currently consists of Paula Lawton Bevington,  Gilbert
L.  Danielson and Felker W. Ward,  Jr. This  committee is  authorized  to, among
other things,  review the scope and results of audits and  recommendations  made
relating to internal  controls by the external and internal  auditors;  appraise
the independence of and recommend the appointment of the external auditors;  and
review the adequacy of the Company's financial controls.

      The Board has a standing  Compensation  Committee,  composed  entirely  of
outside Directors.  The committee  currently consists of Paula Lawton Bevington,
Robert T.  McWhinney,  Jr.,  L.  Anthony  Montag and Felker W.  Ward,  Jr.  This
committee  is  authorized  to review  and make  recommendations  to the Board of
Directors regarding the compensation of the Company's Executive Officers.

      The Company does not have a Nominating Committee.


<PAGE>

                 PRINCIPAL HOLDERS OF THE COMPANY'S SECURITIES
                AND HOLDINGS BY EXECUTIVE OFFICERS AND DIRECTORS

      As of April 30, 2000, the following reflects  beneficial  ownership of the
Common Stock by persons (as that term is defined by the  Securities and Exchange
Commission)  who: (1) own more than 5% of the outstanding  shares of such stock;
(2) are Directors; (3) are Executive Officers, named in the Summary Compensation
Table below;  and (4) are  Executive  Officers and Directors of the Company as a
group.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                                                 SHARES OF                    PERCENTAGE OF
                                               COMMON STOCK                   OUTSTANDING
NAME AND ADDRESS                            BENEFICIALLY OWNED                  SHARES
-----------------------------------------------------------------------------------------------
<S>                                                <C>     <C>                  <C>
Edward M. Abrams                                   780,093 <F1>                 26.57%

David L. Abrams                                    685,474 <F2>                 23.34%

Janet B. Abrams                                    685,473 <F3>                 23.34%
Post Office Box 53407
Atlanta, Georgia 30355

Judith F. Abrams                                   685,473 <F4>                 23.34%
Post Office Box 53407
Atlanta, Georgia 30355

Kandu Partners, L.P.                               612,208                      20.85%
Post Office Box 53407
Atlanta, Georgia 30355

Alan R. Abrams                                     500,100 <F5>                 17.03%

Abrams Partners, L.P.                              500,000                      17.03%
Post Office Box 724728
Atlanta, Georgia 31139

J. Andrew Abrams                                   500,000 <F6>                 17.03%

BankAmerica Corporation                            289,634 <F7>                  9.86%
100 South Tryon Street
Charlotte, North Carolina 28255

L. Anthony Montag                                    5,461                          *

Felker W. Ward, Jr.                                  2,103                          *

Paula Lawton Bevington                                 200                          *

Gerald T. Anderson II                                    0                          *


<PAGE>

<CAPTION>

-----------------------------------------------------------------------------------------------
                                                 Shares of                    Percentage of
                                               Common Stock                   Outstanding
Name and Address                            Beneficially Owned                  Shares
-----------------------------------------------------------------------------------------------

Gilbert L. Danielson                                     0                          *

Melinda S. Garrett                                       0                          *

Robert T. McWhinney, Jr.                                 0                          *

B. Michael Merritt                                       0                          *

All Executive Officers
  and Directors as a group (12 persons)          1,473,431                      50.18%


*Less than 1%
<FN>
<F1>  Includes 500,000 shares (17.03% of the outstanding shares) owned by Abrams
      Partners,  L.P. which Edward M. Abrams  beneficially owns due to his joint
      control of the general partner of such  partnership.  Also includes 12,389
      shares owned  jointly with and 19,919  shares owned  directly by Edward M.
      Abrams' wife.  Does not include  144,817 shares (4.93% of the  outstanding
      shares)  owned by trusts  established  by the parents of Edward M. Abrams,
      and under which  Edward M. Abrams and his  children,  Alan R.  Abrams,  J.
      Andrew Abrams, and Laurie Abrams Lindey,  are  beneficiaries.  Both trusts
      are administered by an independent trustee who holds the power to vote and
      dispose of the shares.

<F2>  Includes  612,208  shares  (20.85% of  outstanding  shares) owned by Kandu
      Partners,  L.P. which David L. Abrams  beneficially  owns due to his joint
      control of the  general  partner  of such  partnership.  Does not  include
      144,817  shares  (4.93%  of  the  outstanding   shares)  owned  by  trusts
      established by the grandparents of David L. Abrams,  and under which David
      L. Abrams, his father,  Bernard W. Abrams,  and his two sisters,  Janet B.
      Abrams  and  Judith  F.  Abrams,  are   beneficiaries.   Both  trusts  are
      administered  by an  independent  trustee  who holds the power to vote and
      dispose of the shares.

<F3>  Includes  612,208  shares  (20.85% of  outstanding  shares) owned by Kandu
      Partners,  L.P. which Janet B. Abrams  beneficially  owns due to her joint
      control of the  general  partner  of such  partnership.  Does not  include
      144,817  shares  (4.93%  of  the  outstanding   shares)  owned  by  trusts
      established by the grandparents of Janet B. Abrams,  and under which Janet
      B. Abrams, her father,  Bernard W. Abrams,  her brother,  David L. Abrams,
      and her  sister,  Judith F.  Abrams,  are  beneficiaries.  Both trusts are
      administered  by an  independent  trustee  who holds the power to vote and
      dispose of the shares.

<F4>  Includes  612,208  shares  (20.85% of  outstanding  shares) owned by Kandu
      Partners,  L.P. which Judith F. Abrams  beneficially owns due to her joint
      control of the  general  partner  of such  partnership.  Does not  include
      144,817  shares  (4.93%  of  the  outstanding   shares)  owned  by  trusts
      established  by the  grandparents  of Judith F.  Abrams,  and under  which
      Judith F. Abrams,  her father,  Bernard W. Abrams,  her brother,  David L.
      Abrams, and her sister,  Janet B. Abrams,  are beneficiaries.  Both trusts
      are administered by an independent trustee who holds the power to vote and
      dispose of the shares.

<F5>  Includes 500,000 shares (17.03% of the outstanding shares) owned by Abrams
      Partners,  L.P.  which Alan R. Abrams  beneficially  owns due to his joint
      control of the general  partner of such  partnership.  Also  includes  100
      shares  owned by Alan R. Abrams'  wife.  Does not include  144,817  shares
      (4.93%  of the  outstanding  shares)  owned by trusts  established  by the
      grandparents  of Alan R.  Abrams,  and under  which  Alan R.  Abrams,  his
      father,  Edward M. Abrams, his brother,  J. Andrew Abrams, and his sister,
      Laurie Abrams Lindey, are  beneficiaries.  Both trusts are administered by
      an  independent  trustee  who holds the power to vote and  dispose  of the
      shares.

<PAGE>

<F6>  Includes 500,000 shares (17.03% of the outstanding shares) owned by Abrams
      Partners,  L.P. which J. Andrew Abrams  beneficially owns due to his joint
      control of the  general  partner  of such  partnership.  Does not  include
      144,817  shares  (4.93%  of  the  outstanding   shares)  owned  by  trusts
      established by the  grandparents  of J. Andrew Abrams,  and under which J.
      Andrew Abrams, his father,  Edward M. Abrams, his brother, Alan R. Abrams,
      and his sister,  Laurie Abrams Lindey, are beneficiaries.  Both trusts are
      administered  by an  independent  trustee  who holds the power to vote and
      dispose of the shares.

<F7>  Consists of shares owned by the trusts referenced in Footnotes 1, 2, 3, 4,
      5, and 6, of which BankAmerica Corporation serves as trustee.
</FN>
</TABLE>


            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section  16(a)  of the  Securities  Exchange  Act  of  1934  requires  the
Company's  Directors,  certain officers and persons who own more than 10% of the
outstanding Common Stock of the Company to file with the Securities and Exchange
Commission  reports of changes in  ownership  of the Common Stock of the Company
held by such  persons.  These  persons are also  required to furnish the Company
with  copies of all forms  they file  under this  regulation.  To the  Company's
knowledge,  based solely on a review of the copies of such reports  furnished to
the Company and without further inquiry, all required forms were filed on time.


                       APPROVAL OF 2000 STOCK AWARD PLAN

PURPOSE OF THE 2000 STOCK AWARD PLAN

      The Board of  Directors  adopted the Abrams  Industries,  Inc.  2000 Stock
Award Plan (the "Stock  Award  Plan") on May 26,  2000,  subject to  shareholder
approval. The Board of Directors is recommending that the Company's shareholders
approve the Stock Award Plan for a number of reasons,  including compliance with
Section  162(m) of the Internal  Revenue Code of 1986,  as amended (the "Code").
See  "Compliance  with Section 162(m) of the Internal  Revenue Code" below.  The
Stock Award Plan,  if approved by the  shareholders,  will be effective  May 26,
2000,  and will remain in effect until May 26, 2010,  unless it is terminated by
the Board at an earlier date.

      The Board of Directors believes that the Stock Award Plan will be the most
direct way of making compensation dependent upon increases in shareholder value.
It is the intent of the Plan to provide the means  through  which  employees can
build a  financial  stake in the  Company,  so as to align  employees'  economic
interests with those of  shareholders.  The Plan is designed to play an integral
role in the  ability  of the  Company  to  attract  and  retain  key  employees,
directors, and independent contractors.  Equity ownership among employees is an
incentive  which can enhance company growth,  profitability,  and,  accordingly,
shareholder value.

      The following description of the material features of the Stock Award Plan
is a summary and is  qualified  in its  entirety by reference to the Stock Award
Plan, a copy of which will be provided to any  shareholder  upon written request
to the  Company.  The Stock Award Plan is not subject to the  provisions  of the
Employee Retirement Income Security Act of 1974 (ERISA).


<PAGE>
DESCRIPTION OF AWARDS

      Awards granted under the Stock Award Plan may be "incentive stock options"
("ISOs"),  as defined in Section 422 of the Code;  "nonqualified  stock options"
("NQSOs");   shares  of  Common  Stock,  which  may  be  nontransferable  and/or
forfeitable  under  restrictions,  terms and  conditions  set forth in the award
agreement  ("restricted  stock" or "stock awards");  stock  appreciation  rights
("SARs");  or performance  shares.  ISOs may be granted only to employees of the
Company,  including officers.  NQSOs may be granted to any person employed by or
performing  services  for the  Company,  including  non-employee  directors  and
independent contractors.

      The Compensation  Committee of the Board of Directors (the "Committee") or
its designee  generally has discretion to set the terms and conditions of grants
and  awards,   including  the  term,  exercise  price,  and  vesting  conditions
(including  vesting based on the Company's  performance);  to select the persons
who receive such grants and awards;  and to interpret and  administer  the Stock
Award Plan.  The number of shares of Common  Stock with  respect to which awards
may be granted under the Stock Award Plan is a maximum of 1,000,000 shares.  The
maximum number of shares for which options (ISOs and NQSOs), SARs, or restricted
stock may be  granted to any  individual  during  any  calendar  year is 300,000
shares, subject to anti-dilution and similar provisions.  The Board of Directors
may at any time amend or terminate  the Stock Award Plan,  subject to applicable
laws. The Company will pay the administrative costs of the Stock Award Plan.

      The  option  price  for each ISO  cannot be not less than 100% of the fair
market value of the Common Stock  subject to the option.  The option price for a
NQSO can be less than,  equal to, or greater  than the fair market  value on the
date of grant.  ISOs are also subject to certain  limitations  prescribed by the
Code, including the requirement that such options cannot be granted to employees
who own more than 10% of the  combined  voting  power of all  classes  of voting
stock (a "principal  shareholder") of the Company, unless the option price is at
least 110% of the fair market value of the Common  Stock  subject to the option.
In addition,  an ISO granted to a principal  shareholder  cannot be  exercisable
more than five years from its date of grant.

      Full payment of the option price must be made when an Option is exercised.
The purchase price can be paid in cash or in such other form of consideration as
the  Committee may approve,  which may include  shares of Common Stock valued at
their fair market value on the date of exercise, or by any other means which the
Committee  determines to be consistent  with the Stock Award Plan's  purpose and
applicable law. A Participant  will have no rights as a shareholder with respect
to the share subject to his Option until the Option is exercised.

TERMINATION OF AWARDS

      The terms of an award may  provide  that it will  terminate,  among  other
reasons,  upon the holder's  termination  of employment or other status with the
Company or its  subsidiaries,  upon a specified date, upon the holder's death or
disability,  or upon the occurrence of a change in control of the Company. Also,
the  Committee  may,  within the terms of the Stock Award  Plan,  provide in the
Award Agreement for the acceleration of vesting for any of the above reasons.


<PAGE>

COMPLIANCE WITH SECTION 162(M) OF THE INTERNAL REVENUE CODE

      Section  162(m) of the Code denies a deduction  by an employer for certain
compensation  in  excess of $1.0  million  per year  paid by a  publicly  traded
corporation  to the  Chief  Executive  Officer  or any of the four  most  highly
compensated  executive  officers  other than the Chief  Executive  Officer  (the
"Named  Executive  Officers").  Compensation  realized  with  respect  to  stock
options,  including upon exercise of an NQSO or upon a disqualifying disposition
of an ISO, as described below under "Certain  Federal Income Tax  Consequences,"
will be excluded from this deduction limit if it satisfies certain requirements,
including a  requirement  that the Stock Award Plan be approved by the Company's
shareholders.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

      OPTIONS.  Under  current tax law, a holder of an ISO under the Stock Award
Plan does not, as a general  matter,  realize  taxable  income upon the grant or
exercise of the ISO. (Depending upon the holder's income tax situation, however,
the  exercise  of the ISO may have  alternative  minimum tax  implications.)  In
general,  a holder of an ISO will only recognize  income at the time that Common
Stock acquired through exercise of the ISO is sold or otherwise  disposed of. In
that  situation,  the amount of income that the optionee must recognize is equal
to the amount by which the value of the Common  Stock on the date of the sale or
other disposition exceeds the option exercise price. If the optionee disposes of
the stock after the required  holding  period -- that is, no earlier than a date
that is two years  after the date of grant of the  option and one year after the
date of exercise -- the income is taxed as a capital gain. If disposition occurs
prior to expiration of the holding period,  the optionee will recognize ordinary
income  equal to the  difference  between the fair market value of the shares at
the exercise date and the option exercise price; any additional  increase in the
value of option  shares after the exercise date will be taxed as a capital gain.
The  Company is  entitled  to a tax  deduction  equal to the amount of  ordinary
income recognized by the optionee, if any.

      An optionee  will not realize  income when a NQSO option is granted to him
or her.  Upon  exercise of such option,  however,  the optionee  must  recognize
ordinary  income to the extent that the fair market value of the Common Stock on
the date the option is exercised  exceeds the option  exercise  price.  Any such
gain is taxed in the same  manner as  ordinary  income in the year the option is
exercised.  Thereafter,  any additional  gain recognized upon the disposition of
the shares of stock obtained by the exercise of a NQSO will be taxed as short or
long-term capital gain,  depending on the optionee's holding period. The Company
will not experience any tax  consequences  upon the grant of a NQSO, but will be
entitled  to take an income tax  deduction  equal to the amount  that the option
holder includes in income, if any, when the NQSO is exercised.

      STOCK  AWARDS;  RESTRICTED  STOCK.  With respect to the grant of stock (or
restricted  stock)  under the  Plan,  the  Company  is of the  opinion  that the
Participant  will  realize  compensation  income in an amount  equal to the fair
market value of the stock, less any amount paid for such stock, at the time when
the  Participant's  rights with respect to such stock are no longer subject to a
substantial risk of forfeiture,  unless the Participant  elected,  pursuant to a
special  election  provided in the Code, to be taxed on the stock at the time it
was  granted.  The Company is also of the opinion  that it will be entitled to a
deduction under the Code in the amount and at the time that compensation  income
is recognized by the Participant.


<PAGE>

      SARS;  PERFORMANCE SHARE AWARDS. In general,  a Participant will recognize
compensation  income on account  of the  settlement  of an SAR or a  performance
share  award  in an  amount  equal  to the sum of any  cash  that is paid to the
Participant  plus the fair  market  value of Common  Stock (on the date that the
shares  are  first  transferable  or  not  subject  to  a  substantial  risk  of
forfeiture)  that is  received in  settlement  of the award.  The  Company  will
generally be entitled to a deduction for the same amount.

NEW STOCK AWARD PLAN BENEFITS

      As of July 10, 2000,  no options or other  awards have been granted  under
the Stock  Award  Plan.  Future  awards may be made,  at the  discretion  of the
Committee. The number of options and awards that may be granted in the future to
eligible participants is not currently determinable.

VOTE REQUIRED AND RECOMMENDATION OF THE BOARD

      The  affirmative  vote of the  holders of a majority  of the shares of the
Common  Stock  of the  Company  represented  and  voted at the  Annual  Meeting,
assuming the presence of a quorum, is required to approve the Stock Award Plan.

      The Board of Directors,  which unanimously  approved the Stock Award Plan,
recommends a vote "FOR" approval of the Stock Award Plan.


<PAGE>
                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

      The  following  table  sets forth all  compensation  earned by each of the
persons who served  during the last fiscal year as the Chief  Executive  Officer
("CEO") and each of the four other most highly  compensated  Executive  Officers
for services  rendered in all capacities  during the Company's last three fiscal
years:


<TABLE>
<CAPTION>
                                                             Annual Compensation        Other
                                                             -------------------        Annual             All Other
        Name and                                  Fiscal     Salary      Bonus       Compensation        Compensation
     Principal Position                            Year        ($)       ($)<F1>        ($) <F2>              ($)
----------------------------------------------------------------------------------------------------------------------
<S>                                                <C>       <C>         <C>          <C>                   <C>       <C>
  Alan R. Abrams                                   2000      225,000     131,912          --                35,366  <F3>
      Chief Executive Officer since July 1999,     1999      224,692      30,272          --                26,917
      President since May 2000.                    1998      185,000     185,274          --                34,111
      President and Chief Operating
      Officer from May 1998 to July 1999.

  J. Andrew Abrams                                 2000      185,000      65,805          --                22,877  <F4>
      Vice President-Business Development          1999      183,014       8,497          --                15,674
      since May 2000. Former President             1998      150,020      10,853          --                15,704
      and Chief Operating Officer from
      July 1999 to May 2000, Executive
      Vice President to July 1999. Chief
      Executive Officer, Abrams Fixture
      Corporation.

  B. Michael Merritt                               2000      159,000     168,515          --                18,846  <F5>
      President, Abrams Construction, Inc.         1999      150,020     253,770          --                21,003
                                                   1998      126,068     237,470          --                19,559

  Melinda S. Garrett                               2000      149,678     123,884          --                30,453  <F6>
      Chief Financial Officer.                     1999      139,808      18,420          --                13,546
      Chief Financial Officer and Vice             1998      115,001     101,072          --                16,508
      President, Abrams Properties, Inc.

  Gerald T. Anderson II                            2000      190,000     118,958          --                23,063  <F7>
      President and Chief Executive                1999      180,000      24,682          --                14,578
      Officer, Abrams Properties, Inc.             1998      120,560     141,573          --                19,407

  Joseph H. Rubin                                  2000       73,000        --        194,023 <F8>          313,762 <F8>
      Former Chief Executive Officer to            1999      365,000      58,786          --                 28,776
      July 1999.                                   1998      347,139     112,084          --                 32,288


<FN>
<F1>  Consists  of cash  bonuses,  cash  profit-sharing  and  special  incentive
      payments (both accrued and deferred,  during the  applicable  fiscal year,
      such deferral at the election of the Executive Officer).

<F2>  Perquisites  and  other  benefits  paid by the  Company  on  behalf of the
      Executive  Officers,  other  than as  shown  below,  do not  meet  the SEC
      threshold for disclosure.

<PAGE>

<F3>  Consists  of amounts  credited  to Mr.  Abrams'  account in the  Company's
      Deferred Profit-Sharing Plan of $17,766 and directors fees of $17,600.

<F4>  Consists  of amounts  credited  to Mr.  Abrams'  account in the  Company's
      Deferred Profit-Sharing Plan of $5,277 and directors fees of $17,600.

<F5>  Consists of amounts  credited to Mr.  Merritt's  account in the  Company's
      Deferred Profit-Sharing Plan of $16,346 and directors fees of $2,500.

<F6>  Consists of amounts  credited to Ms.  Garrett's  account in the  Company's
      Deferred Profit-Sharing Plan of $21,053 and directors fees of $9,400.

<F7>  Consists of amounts  credited to Mr.  Anderson's  account in the Company's
      Deferred Profit-Sharing Plan.

<F8>  Other  Annual  Compensation  consists of  earnings  on amounts  previously
      deferred under the Company's  deferred  compensation  plans that were paid
      out during the fiscal year ended April 30,  2000.  All Other  Compensation
      consists  of amounts  credited  to Mr.  Rubin's  account in the  Company's
      Employee's  Deferred  Compensation  Plan of $2,162,  and directors fees of
      $7,600.  Also includes $68,000 paid, and $236,000 to be paid by January 1,
      2001,  to Mr.  Rubin  pursuant to a  Severance  and  Consulting  Agreement
      entered into with the Company, effective July 13, 1999.
</FN>
</TABLE>

                COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
                        REPORT ON EXECUTIVE COMPENSATION


      The  objectives of the  Company's  Executive  compensation  program are to
enhance  the  profitability  of the  Company,  and thus  shareholder  value,  by
aligning  compensation  with the financial  interests of the shareholders of the
Company,  and  attracting,   motivating,   rewarding  and  retaining  employees,
including  Executive  Officers,  who contribute to the long-term  success of the
Company. In furtherance of these goals, the Company's  compensation  program for
Executive  Officers  includes base salary,  annual  incentive  compensation  and
long-term incentive compensation. In addition, at the discretion of the Board of
Directors,  selected Executive Officers may participate in the Senior Management
Deferral Plan, which is designed to permit eligible employees to defer a portion
of their incentive  compensation.  The Compensation  Committee reviews and makes
recommendations  to the Board of Directors  regarding  the  compensation  of the
Company's Executive Officers.

      SALARY.  The  Compensation  Committee  determines  the base salary for the
Executive  Officers,  including the CEO,  based upon the  financial  performance
(including  profitability and/or revenues) of the Company or subsidiary,  as the
case may be, and upon the individual's level of responsibility,  qualifications,
time  with  the  Company,  contribution,  performance,  and  the pay  levels  of
similarly  positioned  executives in comparable  companies.  Evaluation of these
factors is  subjective,  and no fixed,  relative  weights  are  assigned  to the
criteria considered.  The beginning point for determining the salary is the base
salary the Executive Officer received in the prior fiscal year.

      INCENTIVE  COMPENSATION.  The  majority  of  the  Bonuses  and  All  Other
Compensation reported in the Summary Compensation Table (excluding  compensation
for Mr.  Rubin's  Severance and  Consulting  Agreement)  was paid as annual cash
bonuses, as described below, and pursuant to the Company's  profit-sharing plan.
In general,  all employees meeting certain service  requirements are eligible to
participate  in the  profit-sharing  plan.  The  aggregate  contribution  of the
Company to the profit-sharing plan is set annually by the Board of Directors and
then allocated based on the eligible compensation of participants.  As a result,
profit-sharing  plan  allocations  are  based  on the  same  factors  as are the
salaries of the Executive Officers.

<PAGE>

      The Board of  Directors  of the  Company  or the Board of  Directors  of a
subsidiary  company, as the case may be, determines the amount of an annual cash
bonus,  if any,  separate  from the  profit-sharing  plan,  for  certain  of the
Executive  Officers and management  employees.  These bonuses are based upon the
financial performance  (including  profitability and/or revenues) of the Company
or  subsidiary,  as the  case  may  be,  and  upon  the  individual's  level  of
responsibility,   qualifications,  time  with  the  Company,  contribution,  and
performance,  and upon the  respective  Board of  Director's  judgment as to the
impact of the individual on the financial performance of the Company.

      The  Company  does not  anticipate  that  Section  162(m) of the  Internal
Revenue Code that limits the tax deduction for certain executive compensation at
$1,000,000 will have any impact on the compensation policies of the Company.

      The tables included in the proxy statement and accompanying  narrative and
footnotes reflect the decisions covered by the above discussion.

      The foregoing  report has been  furnished by the following  members of the
Compensation  Committee of the Board of Directors:  Paula Lawton  Bevington,  L.
Anthony Montag and Felker W. Ward, Jr.


                             DIRECTORS COMPENSATION


      Currently, each Director is paid a retainer of $600 per month and a fee of
$1,300 per Board of Directors meeting attended.  In addition,  Directors who are
members  of the  Audit  Committee  or  Compensation  Committee,  but who are not
Executive  Officers  of the  Company,  are  paid a fee of $600  for  each  Audit
Committee or Compensation Committee meeting attended.

      DIRECTORS' DEFERRED  COMPENSATION PLAN. The Company maintains a Directors'
Deferred  Compensation  Plan (the  "Deferred  Compensation  Plan")  under  which
members of the Board of  Directors of the Company may elect to defer to a future
date receipt of all or any part of their  compensation  as  Directors  and/or as
members of a committee of the Board.  For purposes of the Deferred  Compensation
Plan,  "compensation"  means the retainer  fees and meeting fees payable to such
Directors by the Company in their  capacities  as Directors or as members of the
Audit or Compensation Committee of the Board of Directors.

      The Deferred  Compensation Plan is administered by the Executive Committee
of the  Board of  Directors.  A  committee  member  may not  participate  in any
decision  relating  in any way to his  individual  rights  or  obligations  as a
participant under the Deferred Compensation Plan.

      The Company will make payments of deferred  compensation  and the earnings
on such deferred  compensation under the Deferred  Compensation Plan at the time
specified by each  participant in a lump sum, or, at the sole  discretion of the
participant, in no more than five equal annual installments.  For the year ended
April 30, 2000, four incumbent members of the Board of Directors  (including one
Executive  Officer  who  is  also  a  Director)  participated  in  the  Deferred
Compensation Plan.


<PAGE>

               COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN ON
              $100 INVESTMENT AMONG ABRAMS INDUSTRIES, INC., NASDAQ
           STOCK MARKET (U.S. COMPANIES), NASDAQ RETAIL TRADE STOCKS,
                  AND DOW JONES U.S. HEAVY CONSTRUCTION STOCKS
                       ASSUMING REINVESTMENT OF DIVIDENDS


      Set forth below is a line graph comparing, for the five-year period ending
April 30, 2000, the cumulative  total  shareholder  return (stock price increase
plus dividends,  divided by beginning stock price) on the Company's common stock
with that of (i) all U.S.  companies  quoted on NASDAQ,  (ii) all  retail  trade
companies  quoted on NASDAQ and (iii) all companies in the Dow Jones U.S.  Heavy
Construction  Index. The stock price performance shown on the graph below is not
necessarily indicative of future price performance.

     [PERFORMANCE GRAPH APPEARS HERE IN THE PRINTED VERSION AND THE NUMBERS
                      ARE REPRESENTED IN THE TABLE BELOW.]

<TABLE>
<CAPTION>
                                               04/30/95    04/30/96     04/30/97   04/30/98    04/30/99    4/30/00
                                               --------    --------     --------   --------    --------    -------
<S>                                             <C>        <C>          <C>        <C>         <C>         <C>
Abrams Industries, Inc.                         $100.00    $ 84.30      $117.90    $155.70     $ 92.10     $ 92.40

NASDAQ Stock Market (US Companies)              $100.00    $142.60      $150.90    $225.60     $309.20     $470.70

NASDAQ Retail Trade Stocks                      $100.00    $137.30      $122.70    $188.40     $192.40     $144.00

Dow Jones U.S. Heavy Construction Index*        $100.00    $130.59      $117.07    $109.76     $100.06     $121.95
</TABLE>


            *     The Company  has added  another  index to use for  comparative
                  purposes  beginning  in the fiscal year ended April 30,  2000.
                  The Company  believes  the Dow Jones U.S.  Heavy  Construction
                  Index is  closely  related to its core  business,  considering
                  that the  majority of the  Company's  operating  revenues  are
                  derived from its construction activities.

<PAGE>

           INFORMATION CONCERNING THE COMPANY'S INDEPENDENT AUDITORS

      PricewaterhouseCoopers LLP were the independent public accountants for the
Company   during   the  year   ended   April  30,   2000.   Representatives   of
PricewaterhouseCoopers  LLP are expected to be present at the Annual Meeting and
will have the  opportunity  to make a  statement  if they desire to do so and to
respond  to  appropriate  questions.  The Board of  Directors  has not  selected
auditors  for the  present  fiscal  year  because  the  matter  has not yet been
considered.


                             SHAREHOLDERS PROPOSALS


      In accordance with the provisions of Rule 14a-8(a)(3)(I) of the Securities
and Exchange Commission,  proposals of shareholders  intended to be presented at
the  Company's  2001  Annual  Meeting of  Shareholders  must be  received by the
Company at its  executive  offices on or before March 22,  2001,  in order to be
eligible for  inclusion in the Company's  Proxy  Statement and form of proxy for
that  meeting.  The Company must be notified of any other  shareholder  proposal
intended to be presented for action at the meeting not later than 45 days before
the Company's 2001 Annual Meeting, or else proxies may be voted on such proposal
at the discretion of the person or persons holding those proxies.

      The Company's  By-Laws  require  notice to the Secretary in advance of any
regular shareholders' meeting of any shareholder proposals.  The By-Laws further
require that in connection with such proposals the shareholders  provide certain
information to the Secretary.  The summary descriptions of the By-Laws contained
in this Proxy  Statement  are not intended to be complete,  and are qualified in
their  entirety by reference to the text of the By-Laws which are available upon
request of the Company.


                                 OTHER MATTERS

      The Board of Directors  knows of no other matters to be brought before the
Annual Meeting. However, if other matters should come before the Annual Meeting,
it is the  intention  of each  person  named in the  proxy to vote the  proxy in
accordance with his judgment of what is in the best interest of the Company.




                                           BY ORDER OF THE BOARD OF DIRECTORS



                                           Alan R. Abrams
                                           CO-CHAIRMAN OF THE BOARD
                                           PRESIDENT AND CHIEF EXECUTIVE OFFICER





Atlanta, Georgia
July 27, 2000


<PAGE>
                        ABRAMS INDUSTRIES, INC


   THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL
        MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 23, 2000.

      The undersigned shareholder of Abrams Industries,  Inc. hereby constitutes
and appoints Alan R. Abrams and J. Andrew  Abrams,  and either of them, the true
and  lawful  attorneys  and  proxies  of the  undersigned,  with  full  power of
substitution  and  appointment,  for and in the  name,  place  and  stead of the
undersigned  to act for and to vote all of the  undersigned's  shares  of Common
Stock of Abrams  Industries,  Inc. at the Annual Meeting of  Shareholders  to be
held in Atlanta,  Georgia,  on Wednesday,  the 23d day of August,  2000, at 4:00
P.M., and at any and all adjournments thereof as follows:


(1) Election of Directors

<TABLE>
 <C> <S>                                                   <S>
 [ ] FOR all nominees listed below (except as marked        [ ] WITHHOLD AUTHORITY to vote for all nominees listed below
     to the contrary below)

       NOMINEES: ALAN R. ABRAMS; DAVID L. ABRAMS; EDWARD M. ABRAMS; J. ANDREW ABRAMS; PAULA LAWTON BEVINGTON;
       GILBERT L. DANIELSON; MELINDA S. GARRETT; ROBERT T. McWHINNEY, JR.; B. MICHAEL MERRITT; L. ANTHONY MONTAG;
       AND FELKER W. WARD, JR.

     (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED
      BELOW.)

      --------------------------------------------------------------------------------------------------

</TABLE>

(2)  Approval of the Company's 2000 Stock Award Plan.
         / / FOR / / AGAINST / / ABSTAIN

(3) For the  transaction  of such other business as may lawfully come before the
    meeting;  hereby revoking any proxies as to said shares  heretofore given by
    the  undersigned  and ratifying and  confirming  all that said attorneys and
    proixes may lawfully do by virtue hereof.

     It is understood that this Proxy confers discretionary authority in respect
to matters not known to or determined by the undersigned at the time of mailing
of notice of the meeting.

    THE BOARD OF  DIRECTORS  FAVORS A VOTE "FOR" ALL OF THE  NOMINEES  LISTED IN
ITEM 1 AND "FOR" ITEM 2. UNLESS  INSTRUCTIONS  TO THE CONTRARY ARE  INDICATED IN
THE  SPACE  PROVIDED FOR IN ITEM 1,  THIS  PROXY  WILL BE VOTED "FOR" ALL OF THE
NOMINEES LISTED AND "FOR" THE APPROVAL OF ITEM 2.


<PAGE>


    The undersigned hereby acknowledges  receipt of the Notice of Annual Meeting
of  Shareholders  dated  July  27,  2000,  and  the  Proxy  Statement  furnished
therewith.


                                              _________________________________

Dated and signed__________________, 2000      _________________________________
                                              (Signature should agree with name
                                              hereon. Executors, administrators,
                                              trustees, guardians and attorneys
                                              should so indicate when  signing.
                                              For  joint  accounts  each  owner
                                              should sign.  Corporations should
                                              sign full corporate  name by duly
                                              authorized officer.)

        This Proxy is revocable at or at any time prior to the meeting.  Please
sign  and return this Proxy to SunTrust Bank, Attn: Stock Transfer  Department,
P.O.  Box  105649,  Atlanta, Georgia  30348-9923,  in the accompanying  prepaid
envelope.