SECOND AMENDMENT TO CREDIT
                              AGREEMENT


     THIS SECOND AMENDMENT TO MASTER CREDIT AGREEMENT ("Amendment")
is entered into as of September 2, 1997 among Matlack DE, Inc., ("the
Company"), Matlack, Inc. ("MI"), Safeway Chemical Transportation,
Inc. ("SCI"), Brite-Sol Services, Inc. ("BSS"), Matlack Leasing, Inc.
("MLI") (the Company, MI, SCI, BSS and MLI are referred to
individually and collectively as the "Borrower"), Bank of America
National Trust and Savings  Association ("the Bank").

     WHEREAS, the Borrower and the Banks have entered into that
certain Credit Agreement dated as of March 27, 1996 (the
"Agreement"), as amended by a First Amendment to Credit Agreement
dated as of February 7, 1997; and

     WHEREAS, the parties desire to further amend the Agreement as
hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and agreements
contained herein, the parties hereto agree as follows:

     1.   Definitions.  Unless otherwise defined herein, terms used
herein have the meaning assigned to such terms in the Agreement.

     2.   Amendments.  Subject to the terms and conditions of this
Amendment, the Agreement is hereby amended as follows:

          (a)  The introductory paragraph is amended by (i) adding
          Matlack Leasing, Inc. ("MLI") and a Borrower; (ii) adding
          "MLI" after "SCI" in the fourth line; and (iii) inserting
          the following before "Bank of America Illinois":  "Bank of
          America National Trust and Savings Association, successor
          by merger to".

          (b)  The definition of "Bank" is amended by deleting "Bank
          of America Illinois" and substituting "Bank of America
          National Trust and Savings Association" in place thereof.

          (c)  The definition of "Base Rate" is amended by deleting
          "Chicago, Illinois" and substituting "San Francisco,
          California" in place thereof.

          (d)  The definition of "Revolving Commitment" is amended by
          deleting "$18,000,000" and substituting "$24,000,000" in
          place thereof.

          (e)  The definition of "Termination Date" is amended by
          deleting "five years" and substituting "four years" in
          place thereof.

     3.   Conditions Precedent.  This Amendment shall become
effective when all of the following conditions have been met:

               (a)  the Borrower, the Bank shall each have signed a
          copy of this Amendment (whether the same or different
          copies); and

               (b)  the Bank shall have received such other evidence
          as it may reasonably request to establish the consummation
          of the transactions contemplated hereby, the taking for all
          proceedings in connection herewith and compliance with the
          conditions set forth in this Amendment.

     4.   Miscellaneous.

               (a)  Effect.  This Amendment is specific in time and
          in intent and does not constitute, nor should be construed
          as, an amendment or waiver of any other right, power or
          privilege under the Agreement or under any agreement,
          contract, document or instrument mentioned in the
          Agreement; nor does it preclude other or further exercise
          hereof or the exercise of any other right, power or
          privilege, nor shall any amendment or waiver of any right,
          power, privilege or default hereunder, or under any
          agreement, contract, document or instrument mentioned in
          the Agreement, constitute an amendment or waiver of any
          other default of the same or of any other term or
          provision.  Except as expressly modified hereby, all of the
          terms and provisions of the Agreement shall continue in
          full force and effect; and the Borrower hereby confirms
          each and every one of its respective obligations under the
          Agreement, as amended by this Amendment.  Whenever the term
          "Agreement" is used in the Agreement and whenever the
          Agreement is referred to in any of the instruments,
          agreements or other documents or papers executed and
          delivered in connection therewith, it shall be deemed to
          mean the Agreement, as amended by this Amendment.

          (b)  Counterparts.  This Amendment may be executed in any
     number of counterparts, and all of such counterparts taken
     together shall be deemed to constitute one and the same
     instrument.

          (c)  Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY
     THE LAWS OF THE STATE OF ILLINOIS.

     IN WITNESS WHEREOF, the parties hereto have executed this
Amendment by their duly authorized officers as of the day and year
first above written.

                              Matlack DE, Inc.

                              By:/s/  G. J. Trippitelli

                              Matlack, Inc.

                              By:/s/  G. J. Trippitelli

                              Safeway Chemical Transportation, Inc.

                              By:/s/  G. J. Trippitelli

                              Brite-Sol Services, Inc.

                              By:/s/  G. J. Trippitelli

                              Bank of America National Trust and
Savings
                              Association

                              By: /s/  Nelson D. Albrecht