Exhibit 99


                                 MATLACK SYSTEMS, INC.

                                AUDIT COMMITTEE CHARTER


PURPOSE
The primary purpose of the Audit Committee (the "Committee") is to assist
the Company's Board of Directors (the "Board") in fulfilling its
responsibility to oversee management's conduct of the Company's financial
reporting process, including (by overseeing the financial reports and
other financial information provided by the Company to any governmental
or regulatory body, the public or other users thereof) the Company's
systems of internal accounting and financial controls, and the annual
independent audit of the Company's financial statements.

In discharging its oversight role, the Committee is empowered to
investigate any matter brought to its attention with full access to all
books, records, facilities and personnel of the Company.  The Committee
is authorized to retain outside counsel, auditors or other experts and
professionals for this purpose.  The Board and the Committee are in place
to represent the Company's shareholders; accordingly, the outside auditor
is ultimately accountable to the Board and the Committee.

The Committee shall review the adequacy of this Charter on an annual
basis.

MEMBERSHIP
The Committee shall be comprised of not less than three members of the
Board, and the Committee's composition shall meet all requirements of the
Audit Committee Policy of the New York Stock Exchange.

Accordingly, all of the members must be directors:

   -  who have no relationship to the Company that may interfere with the
      exercise of their independence from management and the Company; and

   -  who are financially literate or who become financially literate
      within a reasonable period of time after appointment to the
      Committee.  In addition, at least one member of the Committee must
      have accounting or related financial management expertise.

KEY RESPONSIBILITIES
The Committee's job is one of oversight and it recognizes that the
Company's management is responsible for preparing the Company's financial
statements.  Additionally, the Committee recognizes that financial
management (including the internal audit staff), as well as the outside
auditors, have more time, knowledge and more detailed information
regarding the Company than do Committee members.  Consequently, in
discharging its oversight responsibilities, the Committee is not providing
any expertise or special assurance as to the Company's financial
statements or any professional certification as to the outside auditor's
work.

The following functions shall be the common recurring activities of the
Committee in carrying out its oversight function.  These functions are set
forth as a guide with the understanding that the Committee may diverge
from this guide as appropriate under the circumstances.

   -  The Committee shall review with management and the outside Company's
      auditors the audited financial statements to be included in the
      Company's Annual Report on Form 10-K (or the Annual Report to
      Shareholders if distributed prior to the filing of Form 10-K) and
      review and consider with the outside auditors the matters required
      to be discussed by Statement of Auditing Standards ("SAS") No. 61.
      The management review shall include consultation with the Company's
      counsel relative to legal matters that could have a significant
      impact on the Company's financial statements.

   -  As a whole, or through the Committee chair, the Committee shall
      review with the outside auditors the Company's interim financial
      results to be included in the Company's Quarterly Reports on Form 10-
      Q to be filed with the Commission and the matters required to be
      discussed by SAS No. 61.  Such review shall occur prior to the filing
      of the Company's Quarterly Reports on Form 10-Q.

      -  The Committee shall discuss with management and the outside
         auditors the quality and adequacy of the Company's internal
         controls.

      -  The Committee shall:

         -  request from the outside auditors annually, a formal written
            statement delineating all relationships between the auditor and
            the Company consistent with Independence Standards Board
            Standard No. 1;

         -  discuss with the outside auditors any such disclosed
            relationships and their impact on the outside auditor's
            independence; and

         -  recommend that the Board take appropriate action in response to
            the outside auditor's report to satisfy itself of the auditor's
            independence.

      -  The Committee, subject to any action that may be taken by the full
         Board, shall have the ultimate authority and responsibility to
         select (or nominate for shareholder approval), evaluate and, where
         appropriate, replace the outside auditor.