SECOND AMENDMENT TO MASTER
                          CREDIT AGREEMENT


     THIS SECOND AMENDMENT TO MASTER CREDIT AGREEMENT ("Amendment")
is entered into as of February 7, 1997 among Matlack DE, Inc., ("the
Company"), Matlack, Inc. ("MI"), Safeway Chemical Transportation,
Inc. ("SCI"), Brite-Sol Services, Inc. ("BSS"), (the Company, MI, SCI
and BSS are referred to individually and collectively as the
"Borrower"), Bank of America Illinois, individually and as Collateral
Agent, and First Union National Bank (collectively, "the Banks").

     WHEREAS, the Borrower, the Banks, and Collateral Agent have
entered into that certain Master Credit Agreement dated as of March
27, 1996, as amended by a First Amendment dated as of August 16, 1996
(the "Agreement"); 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:

               Section 5.10 is amended by deleting it in its entirety
               and substituting the following in place thereof: 
               "Fixed Charge Coverage Ratio.  The Company shall
               maintain a Fixed Charge Coverage Ratio of not less
               than 1.00:1 for the fiscal quarters ending December
               31, 1996 and March 31, 1997; of not less than 1.05:1
               for the fiscal quarter ending June 30, 1997; and not
               less than 1.15:1 thereafter."

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

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

               (b)  the Collateral Agent 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 Illinois,
                              as Collateral Agent

                              By: /s/  Nelson D. Albrecht   

                              Bank of America Illinois, as Bank

                              By: /s/  Nelson D. Albrecht   

                              First Union National Bank, as Bank

                              By: /s/ Patrick A. McGovern