ABRAMS INDUSTRIES, INC.
                               Atlanta, Georgia

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                        To Be Held On September 22, 1999



     The  Annual  Meeting  of  Shareholders  of  ABRAMS  INDUSTRIES,  INC.  (the
"Company") will be held on Wednesday,  September 22, 1999, 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 nine  Directors to  constitute  the Board of Directors
          until the next Annual Meeting and until their successors  are  elected
          and qualified.

     (2)  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 August 9, 1999,
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 OF DIRECTORS,
                                          CHIEF EXECUTIVE OFFICER


Atlanta, Georgia
August 13, 1999


                      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

                                  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  to be held on  Wednesday,  September 22, 1999, 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,  1999,  and a proxy for use at the  meeting  are
enclosed with this Proxy Statement.  This Proxy Statement and the enclosed proxy
were first mailed to shareholders on or about August 13, 1999.

                                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.
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.  For purposes of determining approval
of a matter  presented  at the meeting  other than the  election  of  Directors,
abstentions  will be deemed  present and  entitled to vote and will,  therefore,
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 August 9, 1999,  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  class  of  voting  stock  of the  Company
outstanding, are entitled to one vote per share.



                                       1

<PAGE>

                      NOMINATION AND ELECTION OF DIRECTORS

          The  Board  of  Directors  recommends  the  election  of the  nine (9)
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, with the exception of Ms. Melinda S. Garrett, are
now  Directors  of the Company and have  served  continuously  since their first
election.  The  following  information  relating to: (1) age as of September 22,
1999; (2) directorships in other publicly-held companies; (3) positions with the
Company; (4) principal employment; and (5) Common Stock owned beneficially as of
April  30,  1999,  has been  furnished  by the  respective  nominees.  Except as
otherwise indicated, each nominee has been or was engaged in his present or last
principal  employment,  in the same or a  similar  position,  for more than five
years.

<TABLE>
<CAPTION>
=============================================================================================================================
                                                                                                     SHARES OF COMMON
                                                                                                        STOCK OWNED
                                            INFORMATION ABOUT NOMINEES                                  BENEFICIALLY
     NAME                                          FOR DIRECTOR                                      (PERCENT OF CLASS)
-----------------------------------------------------------------------------------------------------------------------------
<S>                              <S>                                                                     <C>
Alan R. Abrams                   A  Director of  the Company  since  1992,  he has been                  500,100 <F1>
                                 Co-Chairman of the Board since  August 1998, and Chief                  (17.03%)
                                 Executive  Officer  since July  1999.   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.   Prior  to  that  he served as Vice
                                 President of Abrams Properties, Inc. Mr. Abrams is 44.

                                                       2

<PAGE>

Bernard W. Abrams                A  Director  of  the  Company  since 1952, he has been                  612,208 <F2>
                                 Chairman  Emeritus  of the  Executive Committee  since                  (20.85%)
                                 August 1998.   From  August  1995  to  August 1998, he
                                 served as Chairman of  the Executive Committee.  Prior
                                 to  that   he  served  as   Chairman  of  the Board of
                                 Directors and Chief Executive Officer.  Mr.  Abrams is
                                 74.

Edward M. Abrams                 A  Director  of  the  Company  since 1953, he has been                  780,093 <F3>
                                 Chairman of the Executive Committee since August 1998.                  (26.57%)
                                 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 72.

J. Andrew Abrams                 A Director of the Company since 1992,  he has been Co-                   500,000 <F4>
                                 Chairman of the Board since August 1998, and President                   (17.03%)
                                 and Chief Operating Officer since July 1999. He served
                                 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  as  Vice
                                 President of Abrams Fixture Corporation. Prior to that
                                 he served as Vice President of Abrams Properties, Inc.
                                 Mr. Abrams is 39.

Paula Lawton Bevington           A Director of  the Company since 1992, she is Chairman                       200*
                                 of Servidyne Systems,  Inc.  (a mechanical engineering
                                 services company).  Ms. Bevington is 61.

Melinda S. Garrett               Ms. Garrett  has  served as Chief Financial Officer of                         0*
                                 the Company since February 1997.  She also  has served
                                 as  Chief Financial Officer of Abrams Properties, Inc.
                                 since  May  1998,  Vice   President  since   1993  and
                                 Treasurer since 1990.  Ms. Garrett is 43.

Donald W. MacLeod                A  Director  of  the Company since 1984, he retired in                     2,500*
                                 1998 as Chairman of the Board of IRT Property  Company
                                 (a real estate investment trust).  Mr. MacLeod is 74.


                                                            3

<PAGE>

L. Anthony Montag                A Director of the Company since 1969, he is  President                     5,461* <F5>
                                 of   A.   Montag   &   Associates,  Inc.   (investment
                                 counselors).   Mr. Montag is 65.

Felker W. Ward, Jr.              A Director of the Company since 1992, he  is  Chairman                     2,103*
                                 of  Pinnacle   Investment  Advisors,  Inc. (investment
                                 advisory  services)  and  former President of Ward and
                                 Associates,   Inc.  (investment  bankers).   He  is  a
                                 Director  of  Shoney's,  Inc., AGL Resources, Inc. and
                                 Fidelity National Bank. Mr. Ward is 66.

* Owns less than 1% of outstanding shares.
=============================================================================================================================

<FN>
<F1>  Includes 500,000  shares  (17.03%  of  the  outstanding shares) owned by a
      limited  partnership  which Mr.  Abrams beneficially owns due to his joint
      control  of  the  general  partner of such partnership.  Also includes 100
      shares owned by Mr. 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 are beneficiaries.
      Both trusts are administered by an independent trustee who holds the power
      to vote and dispose of the shares.
<F2>  Does not include 144,817 shares (4.93% of the outstanding shares) owned by
      trusts established  by  the  parents of Bernard W. Abrams, and under which
      Bernard W. Abrams  and  his  children  are beneficiaries.  Both trusts are
      administered  by an  independent  trustee  who holds the power to vote and
      dispose of the shares.
<F3>  Includes  500,000  shares  (17.03%  of  the outstanding shares) owned by a
      limited partnership which Mr.  Abrams  beneficially  owns due to his joint
      control of the general partner of such partnership.   Also includes 12,389
      shares owned jointly with Mr. Abrams' wife and 19,919 shares owned by Mrs.
      Abrams.  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  are beneficiaries.   Both trusts
      are administered by an independent trustee who holds the power to vote and
      dispose of the shares.
<F4>  Includes  500,000 shares  (17.03%  of  the  outstanding shares) owned by a
      limited  partnership  which Mr. 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  are beneficiaries.   Both  trusts  are administered by an
      independent trustee who holds the power to vote and dispose of the shares.
<F5>  Shares are owned  by  a partnership  of  which Mr.  Montag is the managing
      partner and in which he has a substantial beneficial interest.
</FN>
</TABLE>

          Bernard W. Abrams  and  Edward M. Abrams are brothers.  Alan R. Abrams
and  J.  Andrew  Abrams  are  brothers,  sons of Edward M. Abrams and nephews of
Bernard W. Abrams.  There are no other family relationships between any Director
or Executive Officer and any other Director or Executive Officer of the Company.


                                        4

<PAGE>
                MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

          During the year ended April 30, 1999, the Board of Directors held four
meetings,  the Audit Committee held one meeting and the  Compensation  Committee
held two meetings.  All of the Directors  attended at least 75% of the aggregate
of such  meetings and the meetings of each  committee of the Board on which they
serve,  with the  exception  of  Bernard  W.  Abrams,  who  attended  50% of the
aggregate of such meetings.

          The  Board has a standing Executive Committee currently  consisting of
Bernard W. Abrams, Edward M. Abrams, Alan R. Abrams, J. Andrew Abrams and Joseph
H. Rubin.  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 are subsequently reviewed and approved 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, Donald W.
MacLeod,  L.  Anthony  Montag  and  Felker  W.  Ward,  Jr.   This  committee  is
authorized  to 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 Audit Committee
held one meeting during the year ended April 30, 1999.

          The Board has a standing Compensation Committee,  composed entirely of
outside Directors.  The committee  currently consists of Paula Lawton Bevington,
Donald W. MacLeod,  L. Anthony  Montag and Felker W. Ward, Jr. This committee is
authorized   to  review  the  compensation  and approve  the  base salary of the
Company's  Executive  Officers.  The  Compensation  Committee  held two meetings
during the year ended April 30, 1999.

          The Company does not have a Nominating Committee.


                                     5

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

          As of April 30, 1999, 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  Executive  Officers,  named in the Summary  Compensation  Table
below; and (3) are Executive Officers and Directors of the Company as a group.

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

Bernard W. Abrams                                      612,208 <F2>                   20.85%

Abrams Partners, L.P.                                  500,000 <F3>                   17.03%
Post Office Box 724728
Atlanta, Georgia 31139

Alan R. Abrams                                         500,100 <F4>                   17.03%

J. Andrew Abrams                                       500,000 <F5>                   17.03%

BankAmerica Corporation                                289,634 <F6>                    9.86%
100 South Tryon Street
Charlotte, North Carolina 28255

Gerald T. Anderson, II                                     --                           --

B. Michael Merritt                                         --                           --

Joseph H. Rubin                                         12,859 <F7>                     *

All Executive Officers                               1,415,854                        48.22%
  and Directors as a group (13 persons)

*Less than 1%
----------------------------------------------------------------------------------------------------

<FN>
<F1>  Includes  500,000  shares  (17.03%  of  the outstanding shares) owned by a
      limited  partnership  which  Mr.  Abrams  beneficially  owns  due  to  his
      joint control of the general  partner of such  partnership.  Also includes
      12,389 shares owned jointly with Mr. Abrams' wife and 19,919  shares owned
      by Mrs. Abrams.  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 are beneficiaries.  Both
      trusts  are  administered  by  an independent  trustee who holds the power
      to vote and dispose of the shares.


                                      6

<PAGE>
<F2>  Does not include 144,817 shares (4.93% of the outstanding shares) owned by
      trusts established  by  the parents  of Bernard W. Abrams, and under which
      Bernard  W.  Abrams  and  his  children  are  beneficiaries.   Both trusts
      are administered  by  an independent  trustee who holds the power  to vote
      and dispose of the shares.
<F3>  Edward M. Abrams, Alan R. Abrams and J. Andrew  Abrams own the controlling
      interests in this limited partnership and in the limited liability company
      that serves as its general partner.
<F4>  Includes  500,000  shares  (17.03%  of the outstanding  shares) owned by a
      limited  partnership  which Mr. Abrams beneficially  owns due to his joint
      control of the general  partner of such  partnership.  Also  includes  100
      shares owned by Mr.  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  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 a
      limited  partnership  which Mr. 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 are beneficiaries.  Both  trusts are  administered  by an
      independent trustee who holds the power to vote and dispose of the shares.
<F6>  Consists of shares owned by the trusts referenced in Footnotes 1, 2, 4 and
      5, of which BankAmerica Corporation serves as trustee.
<F7>  Includes  12,030 shares owned jointly with Mr. Rubin's wife and 829 shares
      owned by Mrs. Rubin as custodian for their son.
</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 timely filed,
except  that Edward M. Abrams,  Gerald T. Anderson,II  and Joseph H. Rubin, each
inadvertently filed one required  form late, with  one  transaction  reported on
each form.

                                      7

<PAGE>

                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

          The  following  table  sets  forth all cash  compensation  paid by the
Company and its  subsidiaries  (for the  purposes of this  section  collectively
referred to as the "Company") to 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           All
                                                                    -------------------    Annual         Other
                Name and                                  Fiscal     Salary      Bonus   Compensation  Compensation
           Principal Position                              Year       ($)       ($) <F1>   ($) <F2>         ($)
-----------------------------------------------------------------------------------------------------------------------
     <S>                                                   <C>      <C>         <C>           <C>        <C>
     Joseph H. Rubin                                       1999     365,000      58,786       --         28,776 <F3>
       Chief Executive Officer to July 1999                1998     347,139     112,084       --         32,288
                                                           1997     301,860      62,429       --         32,547
-----------------------------------------------------------------------------------------------------------------------
     Alan R. Abrams                                        1999     224,692      30,272       --         26,917 <F4>
       Chief Executive Officer beginning                   1998     185,000     185,274       --         34,111
       July 1999, President, Chief Operating               1997     137,752      72,669       --         30,706
       Officer to July 1999
-----------------------------------------------------------------------------------------------------------------------
     J. Andrew Abrams                                      1999     183,014       8,497       --         15,674 <F5>
       President, Chief Operating Officer                  1998     150,020      10,853       --         15,704
       beginning July 1999, Executive Vice                 1997     117,548      55,576       --         24,387
       President to July 1999; Chief Executive
       Officer, Abrams Fixture Corporation
-----------------------------------------------------------------------------------------------------------------------
     B. Michael Merritt                                    1999     150,020     253,770       --         21,003 <F6>
       President, Abrams Construction, Inc.                1998     126,068     237,470       --         19,559
                                                           1997     118,850     125,433       --         17,701
-----------------------------------------------------------------------------------------------------------------------
    Gerald T. Anderson, II                                 1999     180,000      24,682       --         14,578 <F7>
       President and Chief Executive Officer,              1998     120,560     141,573       --         19,407
       Abrams Properties, Inc.                             1997     100,252      48,931       --         14,661
-----------------------------------------------------------------------------------------------------------------------
<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 do not meet the SEC threshold for disclosure.

<F3>   Consists of amounts  credited  to Mr.  Rubin's  account in the  Company's
       Deferred   Profit-Sharing   Plan  of  $14,411,   benefits   derived  from
       Company-paid  premiums on a split dollar life  insurance  policy of $134,
       amounts  credited  to Mr.  Rubin's  account in the  Company's  Employee's
       Deferred Compensation Plan of $1,831 and directors fees of $12,400.

<F4>   Consists of amounts  credited  to Mr.  Abrams'  account in the  Company's
       Deferred Profit-Sharing Plan of $14,517 and directors fees of $12,400.

<F5>   Consists of amounts  credited  to Mr.  Abrams'  account in the  Company's
       Deferred Profit-Sharing Plan of $3,274 and directors fees of $12,400.

<F6>   Consists  of  amounts  credited to Mr. Merritt's account in the Company's
       Deferred Profit-Sharing Plan.

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

                                      8

<PAGE>


            In connection with the resignation of Mr.  Rubin as Chief  Executive
Officer of the Company  effective  July 13,  1999,  the  Company  entered into a
Severance and Consulting  Agreement  with Mr. Rubin.  Pursuant to the Agreement,
the Company will pay  to Mr.  Rubin  $16,000  per month for twelve  (12)  months
commencing  on  January  1,  2000,  and $108,000 on  January 1, 2001.  Mr. Rubin
also  agrees  not  to solicit customers or employees of the Company for a period
of two (2) years following July 13, 1999.


                  COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
                          REPORT ON EXECUTIVE COMPENSATION

          The  objectives of the Company's  compensation  program are to enhance
the  profitability  of the  Company,  and thus  shareholder  value,  by aligning
compensation with business goals and performance, and attracting,  retaining and
rewarding  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 and annual bonus. 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 the compensation and approves the base salary 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,  time with the
Company,   contribution  and   performance.   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.

          BONUS. The majority of the Bonuses and All Other Compensation reported
in the Summary  Compensation Table 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 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.

          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,  separate  from the  profit-sharing  plan,  for certain of the  Executive
Officers.  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,  time  with the  Company,
contribution and performance.

          The  Company  does not  anticipate  that the law  that  serves  to cap
executive compensation that is deductible by the Company 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  members  of the
Compensation Committee of the Board of Directors: Paula Lawton Bevington, Donald
W. MacLeod, L. Anthony Montag and Felker W. Ward, Jr.


                                     9

<PAGE>
                                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, 1999,  four members of the Board of Directors  (including  three
Executive  Officers  who  are  also  Directors)  participated  in  the  Deferred
Compensation Plan.


                                     10

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

          Set forth below is a line graph  comparing,  for the five-year  period
ending April 30, 1999,  the  cumulative  total  shareholder  return (stock price
increase  plus  dividends,  divided by beginning  stock price) on the  Company's
common  stock  with that of all U.S.  companies  quoted on NASDAQ and all retail
trade companies quoted on NASDAQ. The stock price performance shown on the graph
below is not necessarily indicative of future price performance.



        [GRAPH APPEARS HERE]



<TABLE>
<CAPTION>
                                        04/30/94    04/30/95    04/30/96    04/30/97    04/30/98    04/30/99
                                       ----------  ----------  ----------  ----------  ----------  ----------
<S>                                    <C>         <C>         <C>         <C>         <C>         <C>
Abrams Industries, Inc.                $   100.00  $    78.98  $    65.46  $    97.52  $   127.49  $    73.08
NASDAQ Stock Market (US Companies)     $   100.00  $   116.27  $   165.74  $   175.36  $   262.03  $   356.04
NASDAQ Retail Trade Stocks             $   100.00  $    97.31  $   133.60  $   119.44  $   183.41  $   188.50
</TABLE>


                                     11

<PAGE>


            INFORMATION CONCERNING THE COMPANY'S INDEPENDENT AUDITORS

          KPMG LLP were  the  independent  public  accountants  for the  Company
during the year ended April 30, 1999.  Representatives  of KPMG 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 2000 Annual Meeting of Shareholders  must be received
by the Company at its executive offices on or before April 17, 2000, 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 2000 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 OF DIRECTORS,
                                       CHIEF EXECUTIVE OFFICER


ATLANTA, GEORGIA
AUGUST 13, 1999




                                     12


<PAGE>
                            ABRAMS INDUSTRIES, INC.

        THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL
        MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 22, 1999.

     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 share of Common
Stock  of  Abrams Industries, Inc. at the Annual Meeting of Shareholders to be
held  in  Atlanta,  Georgia, on Wednesday, the 22nd day of September, 1999, 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: BERNARD W. ABRAMS; EDWARD M. ABRAMS; ALAN R. ABRAMS; J. ANDREW ABRAMS; PAULA LAWTON BEVINGTON; MELINDA S.
       GARRETT; DONALD W. MACLEOD; L. ANTHONY MONTAG; AND FELKER W. WARD

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


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

</TABLE>

 (2) 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 proxies
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" THE  ELECTION  OF THE PERSONS
NAMED IN THE PROXY  STATEMENT,  AND  UNLESS  INSTRUCTIONS  TO THE  CONTRARY  ARE
INDICATED IN THE SPACE PROVIDED, THIS PROXY WILL BE SO VOTED.

      The  undersigned  hereby  acknowledges  receipt  of the  Notice  of Annual
Meeting of Shareholders dated August 13, 1999, and the Proxy Statement furnished
therewith.


                                              _________________________________

Date and signed__________________, 1999       _________________________________
                                              (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.