EXHIBIT 10.12

                                                             DATE: JULY 26, 1997

                       WARRANTS TO PURCHASE 100,000 SHARES
                                       OF
                         COMMON STOCK OF COACH USA, INC.
                                     HELD BY
                          EXEL MOTORCOACH PARTNERS LLC

        Pursuant to the Amendment dated June 24, 1997 to Agreement Between Coach
USA, Inc. and Exel Motorcoach Partners LLC (the "Amendment Agreement"), Coach
USA, Inc. ("Coach") hereby grants to Exel Motorcoach Partners LLC ("Exel") the
right to purchase 100,000 shares of common stock of Coach pursuant to the terms
provided for below.

     1. WARRANTS. The warrants granted to Exel entitle Exel, or his permitted
    assigns, to purchase 100,000 shares of common stock, $.01 par value, of
    Coach at an exercise price of $26.00 per share (such warrants to purchase
    shares of Coach common stock are hereinafter referred to as the "Warrants").

     2. PERMITTED ASSIGNS. Exel (and Exel's members upon distribution of
    warrants by Exel to its members) shall have the right to assign any portion
    of the Warrants (a) to Paul Verrochi, Dominic Puopolo, Don Glazer and Don
    Boyles and (b) to anyone else as permitted by law (which assignment can be
    made by any of the persons listed in (a) above). Any person or entity that
    owns any Warrants is herein referred to as a "Holder." In the event of the
    death of any Holder, then such Warrants shall be exercisable by the heirs of
    such Holder pursuant to the terms hereunder. IN THE EVENT OF AN ASSIGNMENT
    TO ANYONE OTHER THAN AMERICAN BUSINESS PARTNERS LLC AND THOSE LISTED IN (A)
    ABOVE OR THEIR HEIRS, COACH SHALL HAVE THE RIGHT FOR TWENTY BUSINESS DAYS
    PRIOR TO SUCH ASSIGNMENT TO ACQUIRE ANY SUCH WARRANTS PROPOSED FOR
    ASSIGNMENT UPON THE SAME TERMS AND CONDITIONS AS PROPOSED BY ANY SUCH
    TRANSFEREE.

    3. EXERCISE PERIOD. The right to exercise any of the Warrants shall begin on
    January 26, 1998 and shall expire on July 26, 1999. Coach has no obligation
    to remind or otherwise inform Exel or any Holder of a portion or all of the
    rights to exercise Warrants of the pending expiration or expiration of the
    Warrant exercise period.

    4. EXERCISE OF WARRANTS. During the period in which any Warrants can be
    exercised the Holder shall deliver written notice to Coach setting forth the
    number of shares with respect to which the Warrant is to be exercised,
    together with cash, certified check, bank draft, wire transfer, or postal or
    express money order payable to the order of Coach for an amount equal to the
    exercise price of the shares being purchased.

    5. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event that any dividend
    or other distribution (whether in the form of cash, common stock or other
    property), recapitalization, forward or reverse split, reorganization,
    merger, consolidation, spin-off,
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    combination, repurchase or exchange of common stock or other securities,
    liquidation, dissolution, or other similar corporate transaction or event,
    affects the common stock such that an adjustment is appropriate in order to
    prevent dilution or enlargement of the rights of Holders, then the Board of
    Directors shall, in such manner as it may deem equitable, adjust any or all
    of the number and kind of shares that may be issued in respect of Warrants
    and the exercise price of Warrants (or, if deemed appropriate, the Board may
    make provision for a cash payment with respect to any Warrants). In
    addition, the Board is authorized to make adjustments in the terms and
    conditions of Warrants in recognition of unusual of nonrecurring events
    (including, without limitation, events described in the preceding sentence)
    affecting the Company or any subsidiary or the financial statements of the
    Company or any subsidiary, or in response to changes in applicable laws,
    regulations, or accounting principles.

    6. REGISTRATION UNDER SECURITIES LAWS. Coach shall prepare and file with the
    United States Securities and Exchange Commission a registration statement on
    Form S-3 in which it registers the sale to the Holders of the shares of
    common stock to be issued upon exercise of Warrants. Coach shall use
    reasonable efforts to secure and maintain the effectiveness of such
    registration statement. Coach shall also list for trading the shares
    issuable upon exercise of any Warrants on the New York Stock Exchange or
    such other primary exchange on which the shares of Coach common stock are
    traded. Coach shall not be obligated to make any other filings with any
    other regulatory authorities in connection with making the shares issued
    upon exercise of any Warrants available for public resale.

    7. ADMINISTRATION. In the event a dispute or interpretation of the
    provisions of the Warrants is required then the Board of Directors of Coach
    shall be the administrator and ultimate decision maker in connection with
    such interpretation.

                                 Coach USA, Inc.

                                                      By: /s/ DOUGLAS M. CERNY

                                                      Name: Douglas M. Cerny

                                                      Date: July 26, 1997