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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 x

Filed by a Party other than the
Registrant o

Check the appropriate box:

|                                                   |  |                                                                                       
|-------------------------------------------------- |  | --------------------------------------------------------------------------------------
|o  Preliminary
    Proxy Statement                 |  | o  Confidential,
    for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|x  Definitive
    Proxy Statement                 
|o  Definitive
    Additional Materials            
|o  Soliciting
    Material Pursuant to 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):



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

o  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:



---



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



---



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



---



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



---



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



---



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



---



|  |                                                                                                                                                                                                                                                                                                    
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|o | 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:



---



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



---



|    |              
|--- | -------------
|(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 21, 2002

The Annual Meeting of Shareholders of ABRAMS
INDUSTRIES, INC. (the Company) will be held on
Wednesday, August 21, 2002, 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 8, 2002, as the record date for the
determination of the shareholders who will be entitled to notice
of, and to vote at, this Meeting or any and all adjournments
thereof.



| |                                          
| | -----------------------------------------
| | BY ORDER OF THE BOARD OF DIRECTORS       
|
| | Alan R. Abrams                           
| | Co-Chairman of the Board                 
| | President and Chief Executive
    Officer

Atlanta, Georgia

July 22, 2002


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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|                                                                                               |  |  |  |  |  |  |  | 
|---------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|PROXY STATEMENT                                                                               
|GENERAL INFORMATION                                                                           
|NOMINATION AND ELECTION OF DIRECTORS                                                          
|RELATED PARTY TRANSACTION                                                                     
|MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS                                             
|PRINCIPAL HOLDERS OF THE COMPANYS SECURITIES AND HOLDINGS BY EXECUTIVE OFFICERS AND DIRECTORS
|SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                                       
|EQUITY COMPENSATION PLAN                                                                      
|COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS                                              
|COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION             
|AUDIT COMMITTEE REPORT                                                                        
|DIRECTORS COMPENSATION                                                                        
|SHAREHOLDER RETURN                                                                            
|INFORMATION CONCERNING THE COMPANYS INDEPENDENT AUDITORS                                     
|SHAREHOLDER PROPOSALS                                                                         
|OTHER MATTERS                                                                                 
|EX-13 ANNUAL REPORT TO SHAREHOLDERS                                                           
|EX-21 LIST OF THE COMPANY'S SUBSIDIARIES                                                      
|EX-23(a) CONSENT OF DELOITTE & TOUCHE LLP                                                     
|EX-23(b) CONSENT OF PRICEWATERHOUSECOOPERS LLP                                                
|EX-99 PROXY STATEMENT FOR THE 2002 ANNUAL MEETING                                             



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##### Table of Contents



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 21, 2002, 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, 2002, 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 22, 2002.




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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##### Table of Contents



As of July 8, 2002, the record date for the
Meeting, there were 2,909,079 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 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 sixty days nor more than ninety days prior
to the meeting at which Directors are to be elected, unless the
notice of meeting is given less than sixty 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 Boards 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 21, 2002; (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 1998, Chief Executive Officer
    since 1999, and President since 2000. From 1998 to 1999, he was
    President and Chief Operating Officer. He served as Executive
    Vice President of the Company from 1997 to 1998. He also has
    served as President and Chief Executive Officer of Servidyne
    Systems, LLC since May 2002. From 1994 to 1998, he served as
    President, and from 1997 to 1998 as Chief Executive Officer of
    Abrams Properties, Inc. Mr. Abrams is 47.
|                      
|David L. Abrams        |  | A Director of the Company since 2000, he has been
    President of Silver Star Management Corp. (investment
    management) and has been engaged in managing family investments,
    including shares of the Company as described in the first
    sentence of footnote 3 to the Share Ownership Table below, since
    October 2000. He was associated with Sutherland Asbill &
    Brennan LLP (a law firm) from 1993 to 2001. Mr. Abrams is
    44.                                                                                                                      
|                      
|Edward M. Abrams       |  | A Director of the Company since 1953, he has been
    Chairman of the Executive Committee since 1998. He served as
    Chairman of the Board of Directors from 1995 to 1998, and as
    Chief Executive Officer from 1995 to 1997. Mr. Abrams is 75.                                                                                                                                                                                                                                                                                                                        
|                      
|J. Andrew Abrams       |  | A Director of the Company since 1992, he has been
    Co-Chairman of the Board since 1998, and Vice President-Business
    Development since 2000. He served as President and Chief
    Operating Officer from 1999 to 2000. From 1997 to 1999, he was
    Executive Vice President. He also has served as Chief Executive
    Officer of Abrams Fixture Corporation since 1997.
    Mr. Abrams is 42.                                                                                                                                                                      
|                      
|Paula Lawton Bevington |  | A Director of the Company since 1992, she has
    been Chairman of Servidyne Systems, LLC (a subsidiary of Abrams
    Power, Inc.) since March 2002, and Counsel from May 2001 to
    March 2002. Prior to that she was Chairman of Servidyne Systems,
    Inc., (an energy management and engineering services company).
    Ms. Bevington is 64.                                                                                                                                                                                                                          
|                      
|Gilbert L. Danielson   |  | A Director of the Company since 2000, he is
    Executive Vice President, Chief Financial Officer, and Director
    of Aaron Rents, Inc. (a company engaged in the rental, sales and
    lease ownership, and specialty retailing of residential and
    office furniture, consumer electronics and home appliances).
    Mr. Danielson is 55.                                                                                                                                                                                                                              

3



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|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                        
|                        
|                         |  | INFORMATION ABOUT NOMINEES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|NAME                     |  | FOR DIRECTOR                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                        
|                        
|Melinda S. Garrett       |  | A Director of the Company since 1999, she has
    been Chief Financial Officer since 1997 and Corporate Secretary
    since 2000. She also has served Abrams Properties, Inc. as
    President since 2001, Chief Financial Officer from 1998 to 2000,
    and Vice President from 1993 to 2000. Ms. Garrett is 46.                                                                                                                                                                                                                                                                                                                                                                                   
|                        
|Robert T. McWhinney, Jr. |  | A Director of the Company since 2000, he has been
    Group Vice President-Consulting Operations for Jacobs
    Engineering Group, Inc. (an engineering, construction and
    consulting company) since January 2001, and President of Jacobs
    Consultancy, Inc. (an international technical and management
    consulting company and an operating subsidiary of Jacobs
    Engineering Group, Inc.) since October 2001. Prior to that he
    was President and Chief Executive Officer of Stone & Webster
    Management Consultants, Inc. (an international management
    consulting company and an operating subsidiary of Stone &
    Webster, Inc.) from 1997 to 2000. Mr. McWhinney is 62.
|                        
|B. Michael Merritt       |  | A Director of the Company since 2000, he has
    served Abrams Construction, Inc. as Chief Executive Officer
    since 2001, and President since 1995. Mr. Merritt is 52.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                        
|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 68.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                        
|Felker W. Ward, Jr.      |  | A Director of the Company since 1992, he is
    Chairman of Pinnacle Investment Advisors, Inc. (investment
    advisory services). He also is a Director of AGL Resources,
    Inc., Fidelity National Bank, and Shoneys, Inc.
    Mr. Ward is 69.                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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

On June 2, 2000, in conjunction with and as
a condition to Stone & Webster, Inc.s definitive
agreement to sell substantially all of its assets 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 management
and engineering services 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.

In May 2001, Mr. Bevington entered into a
two-year employment agreement with Servidyne Systems, LLC, where
he currently serves as Chairman. His agreement includes 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 also 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.

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, 2002,
the Board of Directors and the Audit Committee held four
meetings, and the Compensation Committee held two meetings. All
of the Directors who served during the fiscal year ended April
30, 2002, attended at least 75% of the aggregate of all Board
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, as defined in the 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 to the Board;
and review the adequacy of the Companys financial controls.

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

5



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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, 2002, 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 same shares being owned
beneficially by more than one person.

|                                |  |                    |           |               |  |  |       |  
|------------------------------- |  | ------------------ | --------- | ------------- |  |  | ----- | -
|                               
|                               
|                                |  | Shares of Common   |           | Percentage of
|                                |  | Stock Beneficially |           | Outstanding  
|Name and Address                |  | Owned              |           | Shares       
|                               
|                               
|Edward M. Abrams                |  |                    | 781,093(1 | )(2)          |  |  | 26.85 | %
|                               
|David L. Abrams                 |  |                    | 699,406(3 | )(4)          |  |  | 24.04 | %
|                               
|Janet B. Abrams                 |  |                    | 698,405(3 | )(4)          |  |  | 24.01 | %
|Post Office Box 53407           |  |                    |           |               |  |  |       |  
|Atlanta, Georgia 30355          |  |                    |           |               |  |  |       |  
|                               
|Judith F. Abrams                |  |                    | 685,873(3 | )             |  |  | 23.58 | %
|Post Office Box 53407           |  |                    |           |               |  |  |       |  
|Atlanta, Georgia 30355          |  |                    |           |               |  |  |       |  
|                               
|Kandu Partners, L.P.            |  |                    | 612,208   |               |  |  | 21.04 | %
|Post Office Box 53407           |  |                    |           |               |  |  |       |  
|Atlanta, Georgia 30355          |  |                    |           |               |  |  |       |  
|                               
|Alan R. Abrams                  |  |                    | 502,100(1 | )(5)          |  |  | 17.26 | %
|                               
|J. Andrew Abrams                |  |                    | 502,000(1 | )             |  |  | 17.26 | %
|                               
|Abrams Partners, L.P.           |  |                    | 500,000   |               |  |  | 17.19 | %
|Post Office Box 724728          |  |                    |           |               |  |  |       |  
|Atlanta, Georgia 31139          |  |                    |           |               |  |  |       |  
|                               
|BankAmerica Corporation         |  |                    | 289,634(6 | )             |  |  | 9.96  | %
|100 South Tryon Street          |  |                    |           |               |  |  |       |  
|Charlotte, North Carolina 28255 |  |                    |           |               |  |  |       |  
|                               
|L. Anthony Montag               |  |                    | 6,461     |               |  |  | *     |  
|                               
|Felker W. Ward, Jr.             |  |                    | 3,610     |               |  |  | *     |  

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|                                                                 |  |                    |           |               |  |  |       |  
|---------------------------------------------------------------- |  | ------------------ | --------- | ------------- |  |  | ----- | -
|                                                                
|                                                                
|                                                                 |  | Shares of Common   |           | Percentage of
|                                                                 |  | Stock Beneficially |           | Outstanding  
|Name and Address                                                 |  | Owned              |           | Shares       
|                                                                
|                                                                
|Paula Lawton Bevington                                           |  |                    | 3,200(7   | )             |  |  | *     |  
|                                                                
|B. Michael Merritt                                               |  |                    | 2,100(8   | )             |  |  | *     |  
|                                                                
|Melinda S. Garrett                                               |  |                    | 2,000     |               |  |  | *     |  
|                                                                
|Gilbert L. Danielson                                             |  |                    | 1,000     |               |  |  | *     |  
|                                                                
|Robert T. McWhinney, Jr.                                         |  |                    | 1,000     |               |  |  | *     |  
|                                                                
|All Executive Officers and Directors as a group
    (11 persons) |  |                    | 1,503,970 |               |  |  | 51.70 | %



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






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes 500,000 shares (17.19% of the
    outstanding shares) owned by Abrams Partners, L.P., which Edward
    M. Abrams, Alan R. Abrams, and J. Andrew Abrams each
    beneficially own due to their joint control of the general
    partner of such partnership. Does not include 144,817 shares
    (4.98% 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 612,208 shares (21.04% of outstanding
    shares) owned by Kandu Partners, L.P., which David L. Abrams,
    Janet B. Abrams, and Judith F. Abrams each beneficially own due
    to their joint control of the general partner of the
    partnership, and 400 shares held by the Estate of Bernard W.
    Abrams, for which David L. Abrams, Janet B. Abrams and Judith F.
    Abrams serve as Co-Executors. Does not include 144,817 shares
    (4.98% 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 are beneficiaries. An
    independent trustee, who holds the power to vote and dispose of
    the shares, administers both trusts.
|(4) | Includes 25,064 shares owned by Purple Heart
    Partners LLLP, which David L. Abrams and Janet B. Abrams
    beneficially own due to their joint control of the general
    partner of the partnership.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(5) | Includes 100 shares owned by
    Mr. Abrams wife.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(6) | Consists of shares owned by the trusts referenced
    in footnotes 1 and 3 above, of which BankAmerica Corporation
    serves as trustee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(7) | Includes 2,000 shares owned by
    Mrs. Bevingtons husband.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(8) | Includes 100 shares owned jointly with
    Mr. Merritts wife.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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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 four transactions on one
of the required forms.




EQUITY COMPENSATION PLAN

The Abrams Industries, Inc. 2000 Stock Award Plan
(the Stock Award Plan) was adopted by the Board of
Directors on May 26, 2000, and subsequently approved by the
shareholders in August 2000. Awards granted under the Stock
Award Plan may be incentive stock options; nonqualified stock
options; shares of Common Stock, which may be nontransferable
and/or forfeitable under restrictions, terms and conditions set
forth in the award agreement; stock appreciation rights; or
performance shares. The number of shares of Common Stock with
respect to which awards may be granted under the Stock Award
Plan is a maximum of 1,000,000 shares. The Company has no
other compensation plans or arrangements under which its equity
securities are authorized for issuance.

The following is a summary of the Stock Award
Plan as of April 30, 2002:

| |  |                  |         |                  |  |                       |      |  |  |  |         | 
| |  | ---------------- | ------- | ---------------- |  | --------------------- | ---- |  |  |  | ------- | 
| |  |                  |         |                  |  | (c)                  
| |  | (a)              |         |                  |  | Number of            
| |  | Number of        |         | (b)              |  | Securities           
| |  | Securities to Be |         | Weighted-        |  | Remaining Available  
| |  | Issued Upon      |         | Average Exercise |  | for Future Issuance  
| |  | Exercise of      |         | Price of         |  | (Excluding Securities
| |  | Outstanding      |         | Outstanding      |  | Reflected in         
| |  | Options          |         | Options          |  | Column(a))           
| |  |                  |         |                  |  |                      
| |  |                  | 150,616 |                  |  | $                     | 4.00 |  |  |  | 812,184 | 

In July 2002 pursuant to the Stock Award Plan,
the Compensation Committee awarded an additional 609,000 options
to the Companys directors, certain employees and an
independent contractor. These options have a weighted average
exercise price of $5.10.

8



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##### Table of Contents






COMPENSATION OF EXECUTIVE OFFICERS AND
DIRECTORS

The following table sets forth all compensation
earned by the Chief Executive Officer (CEO) and each
of the three other most highly compensated Executive Officers
for services rendered in all capacities during the
Companys last three fiscal years:

|                           |                                    |            |      |                     |  |                                |         |                               |  |                             |        |                             |  |  |   |   |  |  |   |       |  |  |        |        | 
|-------------------------- | ---------------------------------- | ---------- | ---- | ------------------- |  | ------------------------------ | ------- | ----------------------------- |  | --------------------------- | ------ | --------------------------- |  |  | - | - |  |  | - | ----- |  |  | ------ | ------ | 
|                           |                                    |            |      | Annual Compensation |  | Long-TermCompensationAwards(3) |         |                              
|                           |                                    |            |      |                     |  |                                |         |                              
|Name
andPrincipal Position |                                    | FiscalYear |      | Salary($)           |  | Bonus($)(1)                    |         | OtherAnnualCompensation($)(2) |  | RestrictedStockAwards($)(4) |        | All OtherCompensation($)(5)
|                           |                                    |            |      |                     |  |                                |         |                               |  |                             |        |                            
|Alan R. Abrams             |                                    |            | 2002 |                     |  |                                | 275,000 |                               |  |                             | 40,288 |                             |  |  |  |   |  |  |  |       |  |  | 15,271 |       
|                           | Co-Chairman, President,            |            |      | 2001                |  |                                |         | 250,000                       |  |                             |        | 124,328                     |  |  |   |  |  |  |   | 7,750 |  |  |        | 37,203 | 
|                           | and CEO                            |            |      | 2000                |  |                                |         | 225,000                       |  |                             |        | 131,912                     |  |  |   |  |  |  |   |      |  |  |        | 35,366 | 
|Melinda S. Garrett         |                                    |            | 2002 |                     |  |                                | 182,500 |                               |  |                             | 28,510 |                             |  |  |  |   |  |  |  |       |  |  | 14,661 |       
|                           | Chief Financial Officer.           |            |      | 2001                |  |                                |         | 165,000                       |  |                             |        | 65,761                      |  |  |   |  |  |  |   | 7,750 |  |  |        | 35,333 | 
|                           | President, Abrams Properties, Inc. |            |      | 2000                |  |                                |         | 149,678                       |  |                             |        | 123,884                     |  |  |   |  |  |  |   |      |  |  |        | 30,453 | 
|B. Michael Merritt         |                                    |            | 2002 |                     |  |                                | 167,500 |                               |  |                             | 17,444 |                             |  |  |  |   |  |  |  |       |  |  | 14,661 |       
|                           | President and Chief Executive      |            |      | 2001                |  |                                |         | 167,500                       |  |                             |        | 211,584                     |  |  |   |  |  |  |   | 7,750 |  |  |        | 35,218 | 
|                           | Officer, Abrams Construction, Inc. |            |      | 2000                |  |                                |         | 159,000                       |  |                             |        | 168,515                     |  |  |   |  |  |  |   |      |  |  |        | 18,846 | 
|J. Andrew Abrams           |                                    |            | 2002 |                     |  |                                | 155,000 |                               |  |                             | 22,981 |                             |  |  |  |   |  |  |  |       |  |  | 15,166 |       
|                           | Co-Chairman and Vice               |            |      | 2001                |  |                                |         | 145,000                       |  |                             |        | 55,274                      |  |  |   |  |  |  |   | 7,750 |  |  |        | 36,467 | 
|                           | President-Business                 |            |      | 2000                |  |                                |         | 185,000                       |  |                             |        | 65,805                      |  |  |   |  |  |  |   |      |  |  |        | 22,877 | 
|                           | Development                        |            |      |                     |  |                                |         |                               |  |                             |        |                             |  |  |   |   |  |  |   |       |  |  |        |        | 



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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) | In July 2002, options to purchase Common Stock
    were awarded as follows: 150,000 to Alan R. Abrams; and
    50,000 each to Melinda S. Garrett, B. Michael Merritt
    and J. Andrew Abrams.                                                                                                                                                                                                                                 
|(4) | Shares of restricted stock were awarded on
    January 19, 2001, pursuant to the Companys 2000 Stock
    Award Plan. Each officer listed in the table above received
    2,000 shares. On January 19, 2002, the restricted shares
    for each officer vested. 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.
|(5) | Consists of (i) contributions to the
    Companys Deferred Profit-Sharing Plan, (ii) premiums                                                                                                                                                                                                                                                                                                                                 

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| |                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | paid on behalf of the named Executive Officers
    under individual life insurance policies, and
    (iii) Directors fees. Such amounts in the fiscal year ended
    April 30, 2002, were as follows:

|                   |  |                |       |           |  |           |     |  |  |   |        | 
|------------------ |  | -------------- | ----- | --------- |  | --------- | --- |  |  | - | ------ | 
|                   |  | Contributions  |       | Premiums  |  |          
|                   |  | to Deferred    |       | for       |  |          
|                   |  | Profit-Sharing |       | Life      |  | Directors
|                   |  | Plan           |       | Insurance |  | Fees     
|                   |  |                |       |           |  |          
|Alan R. Abrams     |  | $              | 2,261 |           |  | $         | 610 |  |  | $ | 12,400 | 
|Melinda S. Garrett |  |                | 2,261 |           |  |           |    |  |  |   | 12,400 | 
|B. Michael Merritt |  |                | 2,261 |           |  |           |    |  |  |   | 12,400 | 
|J. Andrew Abrams   |  |                | 2,261 |           |  |           | 505 |  |  |   | 12,400 | 




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 its recommended 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 of participating companies 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.

The Board of Directors of the Company or
participating 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

10



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##### Table of Contents



performance (including profitability and/or
revenues) of the Company or subsidiary, as the case may be, and
upon the individuals level of responsibility,
qualifications, time with the Company, contribution, and
performance, and upon the respective Board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 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
12,600 shares of restricted stock and 150,616 options to
purchase Common Stock to employees during fiscal 2002. In July
2002, the Compensation Committee awarded 1,200 shares of
restricted stock to certain employees, and 609,000 stock options
to the Companys directors, certain employees and an
independent contractor.

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 tables 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, 2002, with management and the independent
auditors, Deloitte & Touche 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.

Based on discussions with management and the
Companys 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

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##### Table of Contents



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, 2002.


After reviewing the adequacy of its charter with
the Companys independent auditors and counsel, the Audit
Committee has reaffirmed its adoption of the charter that was
approved in the prior fiscal year.

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



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

Gilbert L. Danielson


Robert T. WcWhinney, Jr.





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 such Directors by
the Company in their capacities as Directors or as members of a
committee of the Board of Directors, respectively.

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, 2002, four members of the
Board of Directors (including one Executive Officer who is also
a Director) participated in the Deferred Compensation Plan.

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##### Table of Contents






SHAREHOLDER RETURN

Set forth below is a line graph comparing, for
the five-year period ending April 30, 2002, 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 in the Dow Jones
U.S. Heavy Construction Index. The comparison assumes $100 was
invested on April 30, 1997, 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.

(PERFORMANCE GRAPH)

|                                        |  |         |        |         |  |         |        |         |  |         |        |         |  |   |        |  |  |   |        |  |  |   |        | 
|--------------------------------------- |  | ------- | ------ | ------- |  | ------- | ------ | ------- |  | ------- | ------ | ------- |  | - | ------ |  |  | - | ------ |  |  | - | ------ | 
|                                       
|                                       
|                                        |  | 4/30/97 |        | 4/30/98 |  | 4/30/99 |        | 4/30/00 |  | 4/30/01 |        | 4/30/02
|                                       
|                                       
|Abrams Industries, Inc.                 |  | $       | 100.00 |         |  | $       | 132.00 |         |  | $       | 78.10  |         |  | $ | 78.30  |  |  | $ | 76.20  |  |  | $ | 117.90 | 
|NASDAQ Stock Market (US Companies)      |  |         | 100.00 |         |  |         | 149.50 |         |  |         | 204.90 |         |  |   | 310.20 |  |  |   | 169.50 |  |  |   | 136.20 | 
|NASDAQ Retail Trade Stocks              |  |         | 100.00 |         |  |         | 53.50  |         |  |         | 156.10 |         |  |   | 116.50 |  |  |   | 90.70  |  |  |   | 121.50 | 
|Dow Jones U.S. Heavy Construction Index |  |         | 100.00 |         |  |         | 93.76  |         |  |         | 85.47  |         |  |   | 104.17 |  |  |   | 147.49 |  |  |   | 134.85 | 




INFORMATION CONCERNING THE COMPANYS
INDEPENDENT AUDITORS

Deloitte Touche LLP were the independent public
accountants for the Company for the year ended April 30,
2002. Representatives of Deloitte Touche 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.

On October 25, 2001, the Company dismissed
PricewaterhouseCoopers LLP as its principal accountants,
and engaged Arthur Andersen LLP. Subsequently, on
May 23, 2002, the Company dismissed Arthur
Andersen LLP as its principal accountants, and engaged
Deloitte & Touche LLP.

13



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##### Table of Contents



Both decisions to change accountants were
approved by the Audit Committee of the registrant.
PricewaterhouseCoopers report on the financial statements
of the Company for its fiscal year 2001 did not contain any
adverse opinion or disclaimer of opinion, and was not qualified
or modified as to uncertainty, audit scope, or accounting
principle. Arthur Andersen LLP did not report on the
financial statements of the registrant in the past two fiscal
years.


In connection with PricewaterhouseCoopers
audit for the Companys fiscal year 2001 and the subsequent
interim period through October 25, 2001, there were no
disagreements with PricewaterhouseCoopers on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of PricewaterhouseCoopers,
would have caused them to make reference to the subject matter
of the disagreements in their reports for such fiscal years. In
connection with the period from the engagement of Arthur
Andersen on October 25, 2001, through May 23, 2002,
there were no disagreements with Arthur Andersen on any matter
of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of Arthur Andersen, would
have caused them to make reference to the subject matter of the
disagreements in the subsequent interim period.

None of the reportable events described under
Item 304(a)(1)(v) of Regulation S-K occurred during
the Companys fiscal year 2001 and the subsequent interim
period through October 25, 2001, with respect to
PricewaterhouseCoopers, nor did any such reportable events occur
during the period from the engagement of Arthur Andersen on
October 25, 2001, through May 23, 2002.

During the Companys last two fiscal years
and the subsequent interim period through May 23, 2002, the
Company did not consult Deloitte & Touche LLP regarding any
of the matters or events set forth in Item 304(a)(2)(i) and
(ii) of Regulation S-K, nor did the Company consult with
Arthur Andersen regarding any such matters during the
Companys fiscal year 2001 and the subsequent interim
period through October 25, 2001.

Audit Fees

The aggregate fees for professional services
rendered by Deloitte & Touche LLP for the audit of the
Companys annual financial statements for the fiscal year
ended April 30, 2002, were $105,000, the aggregate fees of
professional services rendered by Arthur Andersen LLP for
the review of the Companys financial statements included
in Forms 10-Q were $15,000, and the aggregate fees of
professional services rendered by PricewaterhouseCoopers LLP for
the review of the Companys financial statements included
in Form 10-Q were $5,000.

Financial Information Systems Design and
Implementation Fees

There were no fees billed by the Companys
independent auditors for professional services rendered for
information technology services relating to financial
information systems design and implementation for the fiscal
year ended April 30, 2002.

All Other Fees

There were no fees billed by the Companys
independent auditors for services rendered to the Company, other
than the audit fees described above.

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##### Table of Contents



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




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 2003 Annual Meeting of Shareholders must be
received by the Company at its executive offices on or before
March 24, 2003, 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 sixty
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

July 22, 2002


15



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##### Table of Contents



ABRAMS INDUSTRIES, INC.


This Proxy is Solicited by the Board of
Directors for the Annual Meeting of Shareholders to Be Held on
August 21, 2002.

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 21st day of August, 2002, at 4:00 P.M., and
at any and all adjournments thereof as follows:



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

|  |  |                                                                           |  |   |  |                                                        
|- |  | ------------------------------------------------------------------------- |  | - |  | -------------------------------------------------------
|o |  | FORall nominees
    listed below (except as marked to the contrary below) |  | o |  | 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 22,
2002, and the Proxy Statement furnished therewith.

| |  |                                                                                                                                                                                                                                                                               |  |  |  |       
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | ------
| |  | Dated and signed:                                                                                                                                                                                                                                                             |  |  |  | , 2002
|
| |  |                                                                                                                                                                                                                                                                              
|
| |  |                                                                                                                                                                                                                                                                              
| |  | (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.