SCHEDULE 14A


(Rule 14a-101)


INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities


Exchange Act of 1934 (Amendment No.
  )


Filed by the Registrant

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(e)(2))
|Definitive
	Proxy Statement                                   
|Definitive
	Additional Materials                              
|Soliciting
	Material Pursuant to Rule 14a-11(c) or Rule 14a-12

ABRAMS INDUSTRIES, INC.




(Name of Registrant as Specified In Its Charter)







(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)


Payment of Filing Fee (Check the appropriate box):



| |                 
| | ----------------
| | No fee required.

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



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



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



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|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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):



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|    |                                                 
|--- | ------------------------------------------------
|(4) | Proposed maximum aggregate value of transaction:



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|    |                
|--- | ---------------
|(5) | Total fee paid:



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| |                                                
| | -----------------------------------------------
| | Fee paid previously with preliminary materials:



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| |                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Check box if any part of the fee is offset as
	provided by Exchange Act Rule 0-11(a)(2) and identify the filing
	for which the offsetting fee was paid previously. Identify the
	previous filing by registration statement number, or the Form or
	Schedule and the date of its filing.



|    |                        
|--- | -----------------------
|(1) | Amount Previously Paid:



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|    |                                              
|--- | ---------------------------------------------
|(2) | Form, Schedule or Registration Statement No.:



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|    |              
|--- | -------------
|(3) | Filing Party:



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|    |            
|--- | -----------
|(4) | Date Filed:



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ABRAMS INDUSTRIES, INC.

Atlanta, Georgia


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held On August 22, 2001

The Annual Meeting of Shareholders of ABRAMS INDUSTRIES, INC.
(the Company) will be held on Wednesday,
August 22, 2001, 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) | 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 9, 2001, 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



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.






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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 22, 2001, 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, 2001, 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 18, 2001.

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 Meeting, but will otherwise
have no effect on the election of the Directors. 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 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 Company pays the cost of soliciting proxies. 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.

1



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As of July 9, 2001, the record date for the Meeting, there
were 2,939,303 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.

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 Meeting of Shareholders and until
their successors are elected and qualified. If, at the time of
the 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 in
accordance with his judgment of what is in the best interest of
the Company. 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 tenth 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 or her 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 22,
2001; (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.

2



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|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      
|                      
|                       |  | 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 46.                        
|                      
|David L. Abrams        |  | A Director of the Company since February 2000, he
        has been engaged in managing family investments, including the
        shares of the Company described in the first sentence of
        footnote  4 to the Share Ownership Table below, since July
        2001, and was associated with Sutherland Asbill & Brennan
        LLP (a law firm) from October 1993 through June 2001.
        Mr. Abrams is 43.                                                                                                                                                       
|                      
|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. Mr. Abrams is 74.                                                                                                                                                                                                                                                                  
|                      
|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. From August 1997 to July 1999, he was Executive Vice
        President. 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 41.
|                      
|Paula Lawton Bevington |  | A Director of the Company since 1992, she has
        been Counsel of Servidyne Systems, LLC (a subsidiary of Abrams
        Power, Inc.) since May 2001. Prior to that she was Chairman of
        Servidyne Systems, Inc. (an energy solutions company). Ms. 
        Bevington is 63.                                                                                                                                                                                                                                                                                     
|                      
|Gilbert L. Danielson   |  | A Director of the Company since May 2000, he is
        Executive Vice President, Chief Financial Officer, and Director
        of Aaron Rents, Inc. (a furniture, consumer electronics and home
        appliance rental, sales and lease ownership, and specialty
        retailing company). Mr. Danielson is 55.                                                                                                                                                                                                                                                         
|                      
|Melinda S. Garrett     |  | A Director of the Company since September 1999,
        she has been Chief Financial Officer since February 1997 and
        Corporate                                                                                                                                                                                                                                                                                                                                                                                                                                       

3



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|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                        
|                        
|                         |  | INFORMATION ABOUT NOMINEES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|NAME                     |  | FOR DIRECTOR                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                        
|                        
|                         |  | Secretary since May 2000. She also has served Abrams Properties,
        Inc. as President since January 2001, Chief Financial Officer
        from May 1998 to December 2000, and Vice President from June
        1993 to December 2000. Ms. Garrett is 45.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                        
|Robert T. McWhinney, Jr. |  | A Director of the Company since May 2000, he has been Group Vice
        President for Jacobs Engineering Group, Inc. (a professional
        technical services firm) since January 2001. Prior to that he
        was President and Chief Executive Officer of Stone & Webster
        Management Consultants, Inc. (an international consulting
        company and an operating subsidiary of Stone & Webster,
        Inc.) from February 1997 to December 2000. He was an independent
        business consultant from October 1996 to January 1997, and he
        served International Resources Group, Ltd. (a commercial
        consulting company) as Senior Vice President from September 1995
        to September 1996. Mr.  McWhinney is 61.
|                        
|B. Michael Merritt       |  | A Director of the Company since February 2000, he has served
        Abrams Construction, Inc. as Chief Executive Officer since
        February 2001, and President since June 1995. Mr. Merritt
        is 51.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                        
|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 67.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                        
|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 AGL Resources, Inc., Fidelity National Bank, and
        Shoneys, Inc. Mr. Ward is 68.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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. In May 2001, E. Milton Bevington, the husband of
Paula Lawton Bevington, was elected Chief Executive Officer and
President of Servidyne Systems, LLC, a new affiliate of the
Company. 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 to Jacobs Engineering
Group, Inc., Stone & Webster and 71 affiliates,
including Stone & Webster Management Consultants, Inc.,
of which Mr. McWhinney formerly served 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. The
reorganization concluded with the purchase of Stone &
Webster, Inc. by another company.

4



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RELATED PARTY TRANSACTION

On May 9, 2001, the Company, through its indirect wholly
owned subsidiary, Servidyne Systems, LLC, acquired substantially
all the assets of an energy solutions company, Servidyne
Systems, Inc., and some intellectual property assets of its
affiliated company, Servidyne, Incorporated, for approximately
$2.75 million in cash. One of the Companys non-employee
Directors, Paula Lawton Bevington, together with her husband, E.
Milton Bevington, held directly or as a trustee approximately
53% of the outstanding common stock of Servidyne Systems, Inc.,
and approximately 70% of the outstanding common stock of
Servidyne, Incorporated. The Bevingtons were also directors and
officers of both selling companies.

Mr. Bevington has entered into a two-year employment
agreement with Servidyne Systems, LLC to serve as its President,
at a salary of $200,000 during the first year of the term, and
$250,000 during the second year, plus customary benefits. As
part of the terms of his employment, Mr. Bevington was
granted options to acquire 140,000 shares of Common Stock of the
Company at $4.00 per share, vesting over a two-year period of
continuous employment, and is entitled to an annual bonus, tied
to the financial performance of Servidyne Systems, LLC, payable
in cash or options to acquire Common Stock, at his election.
Mr. Bevington has also been appointed to the board of
directors of Abrams Power, Inc., a wholly owned subsidiary of
the Company. Mrs. Bevington serves as Counsel of Servidyne
Systems, LLC with no compensation.

The purchase price for the assets was determined through
arms-length negotiations between the Company and the
management of the two selling companies, including
Mrs. Bevington. Mrs. Bevington did not participate in
any of the Companys Board discussions concerning the
acquisition, nor did she vote on any of the Companys Board
actions concerning the acquisition, and her interest in the
transaction was fully disclosed to the Board.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

During the fiscal year ended April 30, 2001, the Board of
Directors held six meetings, the Audit Committee held three
meetings, and the Compensation Committee held three meetings.
All of the Directors who served during the fiscal year ended
April 30, 2001, attended at least 75% of the aggregate of
such meetings and the meetings of each committee of the Board on
which they served, if any.

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
independent Directors, under applicable listing standards of the
Nasdaq Stock Market. The committee currently consists of Gilbert
L. Danielson, Robert T. McWhinney, Jr. and Felker
W. Ward, Jr. This committee is authorized, among other
things, 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.

5



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The Board has a standing Compensation Committee, composed
entirely of independent Directors. The committee currently
consists of 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
senior Executive Officers, and to administer the Companys
2000 Stock Award Plan.

The Company does not have a Nominating Committee.

PRINCIPAL HOLDERS OF THE COMPANYS SECURITIES

AND HOLDINGS BY EXECUTIVE OFFICERS AND DIRECTORS


As of April 30, 2001, 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. The
following percentages of outstanding shares total more than 100%
because they are based on SEC beneficial ownership rules, the
application of which can result in the beneficial ownership of
same shares by more than one person.

|                                |  |                    |         |               |  |  |       |  
|------------------------------- |  | ------------------ | ------- | ------------- |  |  | ----- | -
|                               
|                               
|                                |  | Shares of          |         | Percentage of
|                                |  | Common Stock       |         | Outstanding  
|Name and Address                |  | Beneficially Owned |         | Shares       
|                               
|                               
|Edward M. Abrams                |  |                    | 781,093 | (1)(2)(3)     |  |  | 26.54 | %
|                               
|David L. Abrams                 |  |                    | 711,538 | (3)(4)        |  |  | 24.17 | %
|                               
|Janet B. Abrams                 |  |                    | 710,537 | (4)           |  |  | 24.14 | %
|Post Office Box 53407           |  |                    |         |               |  |  |       |  
|Atlanta, Georgia 30355          |  |                    |         |               |  |  |       |  
|                               
|Judith F. Abrams                |  |                    | 710,537 | (4)           |  |  | 24.14 | %
|Post Office Box 53407           |  |                    |         |               |  |  |       |  
|Atlanta, Georgia 30355          |  |                    |         |               |  |  |       |  
|                               
|Kandu Partners, L.P.            |  |                    | 612,208 |               |  |  | 20.80 | %
|Post Office Box 53407           |  |                    |         |               |  |  |       |  
|Atlanta, Georgia 30355          |  |                    |         |               |  |  |       |  
|                               
|Alan R. Abrams                  |  |                    | 502,100 | (1)(3)(5)     |  |  | 17.06 | %
|                               
|Abrams Partners, L.P.           |  |                    | 500,000 |               |  |  | 16.99 | %
|Post Office Box 724728          |  |                    |         |               |  |  |       |  
|Atlanta, Georgia 31139          |  |                    |         |               |  |  |       |  
|                               
|J. Andrew Abrams                |  |                    | 502,000 | (1)(3)        |  |  | 17.06 | %
|                               
|BankAmerica Corporation         |  |                    | 289,634 | (6)           |  |  | 9.84  | %
|100 South Tryon Street          |  |                    |         |               |  |  |       |  
|Charlotte, North Carolina 28255 |  |                    |         |               |  |  |       |  

6



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|                                                                     |  |                    |           |               |  |  |       |  
|-------------------------------------------------------------------- |  | ------------------ | --------- | ------------- |  |  | ----- | -
|                                                                    
|                                                                    
|                                                                     |  | Shares of          |           | Percentage of
|                                                                     |  | Common Stock       |           | Outstanding  
|Name and Address                                                     |  | Beneficially Owned |           | Shares       
|                                                                    
|                                                                    
|L. Anthony Montag                                                    |  |                    | 6,461     | (3)           |  |  | *     |  
|                                                                    
|Felker W. Ward, Jr.                                                  |  |                    | 3,514     | (3)           |  |  | *     |  
|                                                                    
|Melinda S. Garrett                                                   |  |                    | 2,000     | (3)           |  |  | *     |  
|                                                                    
|B. Michael Merritt                                                   |  |                    | 2,000     | (3)           |  |  | *     |  
|                                                                    
|Paula Lawton Bevington                                               |  |                    | 1,200     | (3)           |  |  | *     |  
|                                                                    
|Gilbert L. Danielson                                                 |  |                    | 1,000     | (3)           |  |  | *     |  
|                                                                    
|Robert T. McWhinney, Jr.                                             |  |                    | 1,000     | (3)           |  |  | *     |  
|                                                                    
|Gerald T. Anderson II                                                |  |                    | 300       | (3)           |  |  | *     |  
|                                                                    
|All Executive Officers and Directors as a group
        (12 persons) |  |                    | 1,514,206 |               |  |  | 51.45 | %



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






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes 500,000 shares (16.99% of the outstanding shares) owned
        by Abrams Partners, L.P., which Edward M. Abrams,
        Alan R. Abrams, and J. Andrew Abrams beneficially own
        due to their joint control of the general partner of such
        partnership. Does not include 144,817 shares (4.92% of the
        outstanding shares) owned by two 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. An
        independent trustee, who holds the power to vote and dispose of
        the shares, administers both trusts.                                                                                                                                                            
|(2) | Includes 12,389 shares owned jointly with and 19,919 shares
        owned directly by Mr. Abrams wife.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(3) | Includes restricted stock granted in connection with the
        Companys 2000 Stock Award Plan, as follows: (a) 1,000
        shares each for Messrs. E. Abrams, D. Abrams, Montag,
        Ward, Danielson, and McWhinney, and Ms. Bevington;
        (b)  2,000 shares each for Messrs. A. Abrams,
        J. Abrams, and Merritt and Ms. Garrett; and
        (c) 300 shares for Mr. Anderson. These shares of
        restricted stock will vest in January 2002, provided the grantee
        maintains continued employment with, or continues to provide the
        same services to, the Company.                                                                                                                                                                                                                                                               
|(4) | Includes 612,208 shares (20.80% of outstanding shares) owned by
        Kandu Partners, L.P. and 37,596 shares (1.28% of outstanding
        shares) owned by Purple Heart Partners LLP, which David L.
        Abrams, Janet B. Abrams, and Judith F. Abrams, who are
        all siblings, beneficially own due to their joint control of the
        general partners of such partnerships. Does not include 144,817
        shares (4.92% of the outstanding shares) owned by two trusts
        established by the grandparents of David L. Abrams,
        Janet B. Abrams, and Judith F. Abrams, and under which
        David L. Abrams, Janet B. Abrams, Judith F.
        Abrams, and their father, Bernard W. Abrams, are
        beneficiaries. An independent trustee, who holds the power to
        vote and dispose of the shares, administers both trusts.
|(5) | Includes 100 shares owned by Mr. Abrams wife.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

7



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|    |                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------
|(6) | Consists of shares owned by the trusts referenced in Footnotes 1
	and 4 above, of which BankAmerica Corporation serves as trustee.

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, except that Felker W. Ward, Jr. inadvertently
reported late a total of three transactions on one of the
required forms.

8



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COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth all compensation earned by 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:

|                                    |                                |  |            |      |  |                     |                             |         |  |  |             |         |                               |   |                             |  |                             |       |   |  |  |        |        |  | 
|----------------------------------- | ------------------------------ |  | ---------- | ---- |  | ------------------- | --------------------------- | ------- |  |  | ----------- | ------- | ----------------------------- | - | --------------------------- |  | --------------------------- | ----- | - |  |  | ------ | ------ |  | 
|                                    |                                |  |            |      |  | Annual Compensation | Long-TermCompensationAwards |         |  | 
|                                    |                                |  |            |      |  |                     |                             |         |  |  |            
|Name and
        Principal Position |                                |  | FiscalYear |      |  |                     | Salary($)                   |         |  |  | Bonus($)(1) |         | OtherAnnualCompensation($)(2) |   | RestrictedStockAwards($)(3) |  | All
OtherCompensation($)(4)
|                                   
|Alan R. Abrams                      |                                |  | 2001       |      |  |                     | 250,000                     |         |  |  | 124,328     |         |                               |  |                             |  |                             | 7,750 |   |  |  | 37,203
|                                    | Co-Chairman, President,        |  |            | 2000 |  |                     |                             | 225,000 |  |  |             | 131,912 |                               |   |                            |  |                             |       |  |  |  |        | 35,366
|                                    | and CEO                        |  |            | 1999 |  |                     |                             | 224,692 |  |  |             | 30,272  |                               |   |                            |  |                             |       |  |  |  |        | 26,917
|                                   
|J. Andrew Abrams                    |                                |  | 2001       |      |  |                     | 145,000                     |         |  |  | 55,274      |         |                               |  |                             |  |                             | 7,750 |   |  |  | 36,467
|                                    | Co-Chairman and Vice           |  |            | 2000 |  |                     |                             | 185,000 |  |  |             | 65,805  |                               |   |                            |  |                             |       |  |  |  |        | 22,877
|                                    | President-Business Development |  |            | 1999 |  |                     |                             | 183,014 |  |  |             | 8,497   |                               |   |                            |  |                             |       |  |  |  |        | 15,674
|                                   
|B. Michael Merritt                  |                                |  | 2001       |      |  |                     | 167,500                     |         |  |  | 211,584     |         |                               |  |                             |  |                             | 7,750 |   |  |  | 35,218
|                                    | President and Chief            |  |            | 2000 |  |                     |                             | 159,000 |  |  |             | 168,515 |                               |   |                            |  |                             |       |  |  |  |        | 18,846
|                                    | Executive Officer,             |  |            | 1999 |  |                     |                             | 150,020 |  |  |             | 253,770 |                               |   |                            |  |                             |       |  |  |  |        | 21,003
|                                    | Abrams Construction, Inc.      |  |            |      |  |                     |                             |         |  |  |             |         |                               |   |                             |  |                             |       |   |  |  |        |        | 
|                                   
|Melinda S. Garrett                  |                                |  | 2001       |      |  |                     | 165,000                     |         |  |  | 65,761      |         |                               |  |                             |  |                             | 7,750 |   |  |  | 35,333
|                                    | Chief Financial Officer.       |  |            | 2000 |  |                     |                             | 149,678 |  |  |             | 123,884 |                               |   |                            |  |                             |       |  |  |  |        | 30,453
|                                    | President,                     |  |            | 1999 |  |                     |                             | 139,808 |  |  |             | 18,420  |                               |   |                            |  |                             |       |  |  |  |        | 13,546
|                                    | Abrams Properties, Inc.        |  |            |      |  |                     |                             |         |  |  |             |         |                               |   |                             |  |                             |       |   |  |  |        |        | 
|                                   
|Gerald T. Anderson II               |                                |  | 2001       |      |  |                     | 127,885                     |         |  |  | 3,654       |         |                               |  |                             |  |                             | 1,163 |   |  |  | 29,231
|                                    | Former President and CEO,      |  |            | 2000 |  |                     |                             | 190,000 |  |  |             | 118,958 |                               |   |                            |  |                             |       |  |  |  |        | 23,063
|                                    | Abrams Properties, Inc.        |  |            | 1999 |  |                     |                             | 180,000 |  |  |             | 24,682  |                               |   |                            |  |                             |       |  |  |  |        | 14,578
|                                    | to December 2000               |  |            |      |  |                     |                             |         |  |  |             |         |                               |   |                             |  |                             |       |   |  |  |        |        | 
|                                   



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | 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
        respective Executive Officer).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(2) | Any 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(3) | Shares of restricted stock were awarded on January 19,
        2001, pursuant to the Companys 2000 Stock Award Plan. All
        officers listed in the table above received 2,000 shares each,
        with the exception of Mr. Anderson, who received 300 shares
        for providing services as an independent consultant. The values
        in the table above are based on the per share closing price on
        the date of the award. Dividends are paid on all restricted
        stock at the same rate payable to all common shareholders, and
        are not reflected in the values in the table above. The
        restricted shares will vest on January 19, 2002, based on
        continued service to or employment at the Company. As of
        April  30, 2001, each of the officers in the table listed
        above held 2,000 shares of restricted stock, valued at $7,000,
        with the exception of Mr. Anderson, whose 300 shares were
        valued at $1,050.

9



---



|    |                                                                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | Consists of (i) contributions to the Companys
	Deferred Profit-Sharing Plan, (ii) premiums paid on behalf
	of the named Executive Officers under individual life insurance
	policies, (iii) Directors fees, and (iv) severance
	payments. Such amounts in the fiscal year ended April 30,
	2001, were as follows:

|                      |  |                |        |           |  |           |       |           |  |   |        |  |  |   |        | 
|--------------------- |  | -------------- | ------ | --------- |  | --------- | ----- | --------- |  | - | ------ |  |  | - | ------ | 
|                      |  |                |        |           |  |           |       |          
|                      |  | Contributions  |        | Premiums  |  |           |       |          
|                      |  | to Deferred    |        | for       |  |           |       |          
|                      |  | Profit-Sharing |        | Life      |  | Directors |       | Severance
|                      |  | Plan           |        | Insurance |  | Fees      |       | Payments 
|                      |  |                |        |           |  |           |       |          
|Alan R. Abrams        |  | $              | 20,333 |           |  | $         | 1,870 |           |  | $ | 15,000 |  |  | $ |       | 
|J. Andrew Abrams      |  |                | 20,082 |           |  |           | 1,385 |           |  |   | 15,000 |  |  |   |       | 
|B. Michael Merritt    |  |                | 20,218 |           |  |           |      |           |  |   | 15,000 |  |  |   |       | 
|Melinda S. Garrett    |  |                | 20,333 |           |  |           |      |           |  |   | 15,000 |  |  |   |       | 
|Gerald T. Anderson II |  |                |       |           |  |           |      |           |  |   |       |  |  |   | 29,231 | 

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 to
attract, motivate, reward and retain 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 senior Executive Officers.

Salary.The Compensation Committee determines the base
salary for the senior Executive Officers, including the CEO,
based upon the financial performance 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 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 during the
fiscal year were 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 of
the Company or subsidiary, as the case may be, and then
allocated based on the eligible compensation of participants.
Accordingly, profit-sharing plan allocations are based on the
same factors as are the salaries of the Executive Officers.

10



---



The Board of Directors of the Company or subsidiary, as the case
may be, determines the amount of annual cash bonus, if any,
separate from and in addition to 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,
qualifications, time with the Company, contribution,
performance, and upon the respective Boards judgment as to
the impact of the individual on the financial performance of the
Company.

Stock Awards. The Board of Directors adopted the Abrams
Industries, Inc. 2000 Stock Award Plan (the Stock Award
Plan) on May 26, 2000. The Companys
shareholders subsequently approved the Stock Award Plan on
August 23, 2000. It is the intent of the Stock Award Plan
to provide the means through which employees, including
Executive Officers, can build a financial stake in the Company,
so as to align the employees economic interests with those
of shareholders. The Stock Award 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 the Companys growth, profitability, and,
accordingly, shareholder value.

The Compensation Committee awarded a total of 27,000 shares of
restricted stock during fiscal 2001 to employees, directors and
certain independent contractors pursuant to the Stock Award
Plan. The awards made to the CEO and the four other most highly
compensated Executive Officers are reflected in the Summary
Compensation table shown above.

Compensation Deductibility Policy. 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 Summary Compensation Table included in this Proxy Statement
and accompanying narrative and footnotes reflect the decisions
covered by the above discussion.

Submitted by the Compensation Committee of the Companys
Board of Directors.



| |                                   
| | ----------------------------------
| | Robert T. McWhinney, Jr., Chairman

| |                  
| | -----------------
| | L. Anthony Montag

| |                    
| | -------------------
| | Felker W. Ward, Jr.

AUDIT COMMITTEE REPORT The Audit Committee has reviewed and discussed the audited
financial statements for the fiscal year ended April 30,
2001, with management and the independent auditors,
PricewaterhouseCoopers LLP. Management represented to the Audit
Committee that the Companys consolidated financial
statements were prepared in accordance with generally accepted
accounting principles. The discussions with the independent
auditors also included the matters required by Statement on
Auditing Standards No. 61 (Communication with Audit
Committees).


The independent auditors provided to the Audit Committee the
written disclosures and the letter regarding its independence as
required by Independence Standards Board Standard No. 1
(Independence Discussion with Audit Committees). This
information was discussed with the independent auditors.

11



---



Based on discussions with management and the independent
auditors, the Audit Committees review of the
representations of management, and the report and independence
letter of the independent auditors, the Audit Committee
recommended to the Board of Directors that the audited
consolidated financial statements be included in the
Companys Annual Report on Form 10-K, to be filed with
the Securities and Exchange Commission for the fiscal year ended
April 30, 2001.

The Audit Committee has adopted a charter, a copy of which is
attached to this Proxy Statement as Appendix A.

Submitted by the Audit Committee of the Companys Board of
Directors.



| |                              
| | -----------------------------
| | Felker W. Ward, Jr., Chairman

| |                     
| | --------------------
| | Gilbert L. Danielson

| |                         
| | ------------------------
| | Robert T. WcWhinney, Jr.

Audit Fees

The aggregate fees billed by PricewaterhouseCoopers LLP for
professional services rendered for the audit of the
Companys annual financial statements for the fiscal year
ended April 30, 2001, and for the review of the financial
statements included in the Companys Forms 10-Q for the
same fiscal year, were $94,500.

Financial Information Systems Design and Implementation
Fees

There were no fees billed by PricewaterhouseCoopers LLP for
professional services rendered for information technology
services relating to financial information systems design and
implementation for the fiscal year ended April 30, 2001.

All Other Fees

The aggregate fees billed by PricewaterhouseCoopers LLP for
services rendered to the Company, other than the audit and
information technology services fees described above, were
$165,514.

The Audit Committee has considered whether the provision of
non-audit services by PricewaterhouseCoopers LLP is compatible
with maintaining auditor independence.

DIRECTORS COMPENSATION

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

12



---





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 or her
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, 2001, five members of the Board of Directors
(including one Executive Officer who is also a Director)
participated in the Deferred Compensation Plan.

SHAREHOLDER RETURN

Set forth below is a line graph comparing, for the five-year
period ending April 30, 2001, the cumulative total
shareholder return (assuming reinvestment of dividends) 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 quoted in the Dow
Jones U.S. Heavy Construction Index. The comparison assumes $100
was invested on April 30, 1996, in the Companys
Common Stock and in each of the indices shown. The stock price
performance shown on the graph below is not necessarily
indicative of future price performance.



|                                        |  |         |        |         |  |         |        |         |  |         |        |         |  |  |        |  |  |  |        |  |  |  |        | 
|--------------------------------------- |  | ------- | ------ | ------- |  | ------- | ------ | ------- |  | ------- | ------ | ------- |  |  | ------ |  |  |  | ------ |  |  |  | ------ | 
|                                       
|                                        |  | 4/30/96 |        | 4/30/97 |  | 4/30/98 |        | 4/30/99 |  | 4/30/00 |        | 4/30/01
|                                       
|                                       
|Abrams Industries, Inc.                 |  |         | 100.00 |         |  |         | 139.80 |         |  |         | 184.60 |         |  |  | 109.20 |  |  |  | 109.50 |  |  |  | 106.50 | 
|                                       
|NASDAQ Stock Market (US Companies)      |  |         | 100.00 |         |  |         | 105.80 |         |  |         | 158.20 |         |  |  | 217.00 |  |  |  | 328.80 |  |  |  | 179.80 | 
|                                       
|NASDAQ Retail Trade Stocks              |  |         | 100.00 |         |  |         | 89.40  |         |  |         | 137.20 |         |  |  | 139.50 |  |  |  | 104.10 |  |  |  | 81.00  | 
|                                       
|Dow
Jones U.S. Heavy Construction Index |  |         | 100.00 |         |  |         | 90.13  |         |  |         | 84.50  |         |  |  | 77.04  |  |  |  | 93.89  |  |  |  | 132.94 | 
|                                       



13



---



INFORMATION CONCERNING THE COMPANYS INDEPENDENT
AUDITORS

PricewaterhouseCoopers LLP were the independent public
accountants for the Company during the year ended April 30,
2001. 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.

SHAREHOLDER PROPOSALS

In accordance with the provisions of Rule 14a-8(e) of the
Securities and Exchange Commission, proposals of shareholders
intended to be presented at the Companys 2002 Annual
Meeting of Shareholders must be received by the Company at its
executive offices on or before March 20, 2002, in order to
be eligible for inclusion in the Companys Proxy Statement
and form of proxy for that meeting. In addition, in accordance
with the Companys By-Laws, shareholder proposals intended
to be presented at that meeting must be presented to the
Secretary not less than 60 days prior to that meeting. 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 Meeting. However, if other matters should come before
the 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



14



---



APPENDIX A

ABRAMS INDUSTRIES, INC.

BOARD OF DIRECTORS


AUDIT COMMITTEE CHARTER


I.   Mission Statement

The Audit Committee of the Board of Directors (the Audit
Committee) shall seek to ensure that Abrams Industries,
Inc. (the Company) maintains effective systems of
internal operational controls and to ensure the integrity of
financial reporting.

II.  Goals

The purposes of the Audit Committee are to oversee and monitor
the internal and external audit functions to ensure that the
Company develops and maintains adequate internal, financial and
audit procedures to meet legal and regulatory requirements and
to ensure fair and appropriate financial statement preparation.
The Company will maintain an internal audit function.

III.  Membership

The Audit Committee shall be a standing committee of the
Companys Board of Directors, having at least two members
until June 13, 2001, and at least three members thereafter;
all of whom shall be independent and financially literate. At
least one member of the Audit Committee shall have accounting or
related financial management expertise. The membership of the
Audit Committee shall be determined by resolution of the full
Board of Directors.

The Audit Committee shall have a chairman, who shall be
designated by resolution of the full Board of Directors. All
members of the Audit Committee shall serve at the pleasure of
the Board of Directors, and their duties and responsibilities as
members of the Audit Committee shall be in addition to their
duties as members of the Board of Directors.

IV. Responsibilities

The primary function of the Audit Committee is to assist the
Board of Directors in fulfilling its oversight responsibilities
by reviewing the financial information provided to the
shareholders and others, the systems of internal controls which
management has established, and the audit process.

In meeting its responsibilities, the Audit Committee shall
strive to:



| |    |                                                                                                                                                                                                                  
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | Recommend to the Board of Directors the independent accountants
	to be nominated, approve the compensation of the independent
	accountants, and review and approve the discharge of the
	independent accountants.
|
| | 2. | Review and concur in the appointment, replacement, reassignment,
	or dismissal of the internal auditor.                                                                                                          
|
| | 3. | Review the Audit Committee Charter annually and recommend to the
	Board of Directors any changes deemed necessary or appropriate.                                                                                

15



---





| |    |                                                                                       
| | -- | --------------------------------------------------------------------------------------
| | 4. | Consider and review with the independent accountants and the
        internal auditor:



| |    |                                                                                                                                                                       
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. | The adequacy of the Companys internal controls, including
        computerized information system controls and security.                                             
| | b. | Any related significant findings and recommendations of the
        independent accountants and internal auditor together with
        managements responses thereto.
| | c. | The independence of the internal and external audit functions.                                                                                                        



| |    |                                                                                                                                                                                                                                                                                                                                                                                        
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5. | Ensure receipt by the Audit Committee from the independent
        accountants of a formal written statement delineating all
        relationships between the independent accountants and the
        Company, consistent with Independence Standards Board
        Standard 1, Independence Discussions with Audit Committees.                                                       
|
| | 6. | Review with management and the independent accountants the
        Companys annual financial statements and related
        footnotes, the independent accountants audit and report on
        the financial statements, and any significant changes required
        in the audit plan, or other matters related to the conduct of
        the audit.                               
|
| | 7. | Review with management and the internal auditor significant
        audit findings and management responses, the planned scope of
        audit work, and any restrictions regarding the scope of audit
        work.                                                                                                                                                                  
|
| | 8. | Review with management and the independent accountants, on a
        timely basis, the SEC filings, interim financial reports and
        other published documents containing the Companys
        financial information, and consider whether the information
        contained in these documents is consistent with the information
        contained in the financial statements.
|
| | 9. | Review legal and regulatory matters brought forward by
        management that may have a material impact on the financial
        statements, related Company compliance policies, and programs
        and reports received from the regulators.                                                                                                                                     



| |     |                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10. | Meet with the internal auditor, the independent accountants, and
        management in separate executive sessions to discuss any matters
        that the Committee or these groups believe should be discussed
        privately with the Audit Committee. Management shall establish
        no barriers to open communication between the Committee and the
        auditors.
|
| | 11. | Report Committee actions to the Board of Directors with such
        recommendations as the Committee may deem appropriate.                                                                                                                                                                                                                                                      

16



---



ABRAMS INDUSTRIES, INC.


This Proxy is Solicited by the Board of
Directors for the Annual Meeting of Shareholders to Be Held on
August 22, 2001.

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 22nd day of August, 2001, at 4:00 P.M., and
at any and all adjournments thereof as follows:



| |     |                      
| | --- | ---------------------
| | (1) | Election of Directors

| |  |                                                                               |  |  |  |                                                        
| |  | ----------------------------------------------------------------------------- |  |  |  | -------------------------------------------------------
| |  | FORall nominees listed below (except as
        marked to the contrary below) |  |  |  | WITHHOLD AUTHORITYto vote for all nominees listed 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.)



---

(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 all of the nominees listed in Item 1.
Unless instructions to the contrary are indicated in the space
provided for in Item 1, this Proxy will be so voted.

(Continued and to be dated and signed on
reverse side)

The undersigned hereby acknowledges receipt of
the Notice of Annual Meeting of Shareholders dated July 18,
2001, and the Proxy Statement furnished therewith.

| |  |                                                                                                                                                                                                                                                                                               |  |  |  |        
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | -------
| |  | Dated and signed:                                                                                                                                                                                                                                                                             |  |  |  | ,  2001
|
| |  |                                                                                                                                                                                                                                                                                              
|
| |  |                                                                                                                                                                                                                                                                                              
| |  | (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.