UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549


                         FORM 10-K

(Mark One)

[ X ]     Annual Report Pursuant to Section 13 or 15(d) of the 
          Securities Exchange Act of 1934     (Fee Required)

For the fiscal year ended December 31, 1996

                            or

[   ]     Transition Report Pursuant to Section 13 or 15(d) of 
          the Securities Exchange Act of 1934 (No Fee Required)

For the transition period from ----------- to ----------------- 

                      Commission file number 0-23210

                              TRISM, INC.                   
         (Exact name of registrant as specified in its charter)

        DELAWARE                             13-3491658
 (State or other jurisdiction             (I.R.S. Employer
  of incorporation or organization)      Identification No.)
                                        

 4174 Jiles Road, Kennesaw, Georgia            30144
(Address of principal executive offices)     (Zip Code)

                         (770) 795-4600
        Registrant's telephone number, including area code

   Securities registered pursuant to Section 12(b) of the Act:

   Title of each class               Name of each exchange on
                                         which registered

   --------------------              -------------------------

  Securities registered pursuant to Section 12(g) of the Act:

                  Common Stock, Par Value $.01
                        (Title of class)

Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding 12 months 
(or for such shorter period that the registrant was required to 
file such reports), and (2) has been subject to such filing 
requirements for the past 90 days. 
           [    ] Yes      [ X ] No

Indicate by check mark if disclosure of delinquent filers 
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.     [    ]

The aggregate market value of the voting stock held by non-
affiliates of the registrant, computed by reference to the 
closing sales price as quoted on NASDAQ on February 28, 1997 was 
$14,611,362.

As of February 28, 1997, 5,737,337 shares of TRISM, Inc.'s common 
stock, par value $.01 per share, were outstanding.

                DOCUMENTS INCORPORATED BY REFERENCE

Portions of TRISM, Inc.'s proxy statement, to be filed not later 
than 120 days after the end of the fiscal year covered by this 
report, are incorporated by reference into Part III.



<PAGE>

                           TABLE OF CONTENTS

     ITEM                                              PAGE

PART I.     1.     Business                             3
            2.     Properties                           8
            3.     Legal Proceedings                    9
            4.     Submission of Matters to a 
                    Vote of Security Holders            9
                   Executive Officers of the Registrant 
                    and Principal Subsidiaries          9

PART II.    5.     Market for the Registrant's Common 
                    Equity and Related Stockholder 
                    Matters                            10
            6.     Selected Financial Data and Operating 
                    Statistics                         11
            7.     Management's Discussion and Analysis
                    of Financial Condition and Results 
                    of Operations                      13
            8.     Financial Statements and Supplementary 
                    Data                               21
            9.     Changes in and Disagreements with 
                    Accountants on Accounting and 
                   Financial Disclosure              39

PART III.   10.   Directors and Executive Officers 
                   of the Registrant                 39
            11.   Executive Compensation             39
            12.   Security Ownership of Certain 
                   Beneficial Owners and Management  39
            13.   Certain Relationships and Related 
                   Transactions                      39

PART IV.    14.   Exhibits, Financial Statement 
                   Schedules and Reports on Form 8-K 40

                  Exhibit Index                      40

<PAGE>

                          PART I.

ITEM 1. BUSINESS

OVERVIEW

     TRISM, Inc. (TRISM or the Company) is incorporated in 
Delaware and specializes in transporting heavy machinery and 
equipment, hazardous waste, explosives and radioactive materials. 
The Company conducts its business through operating subsidiaries.
The principal subsidiaries are Trism Specialized Carriers, Inc. 
(TSC), Tri-State Motor Transit Co. (TSMT), and Trism Transport 
Services, Inc. (TTSI). TSC transports oversized loads, including 
heavy machinery and large equipment used in the agricultural, 
construction, energy, manufacturing and aerospace industries.  
TSMT transports explosives, hazardous waste and radioactive 
materials for customers such as the United States government, and 
the mining, road building, chemical processing and utility 
industries.  TTSI transports building materials, lumber, steel 
and metal products for customers such as Georgia Pacific.

HISTORY

     The Company entered the trucking business in January 1990 
with the acquisition of TSMT, which was engaged in the 
transportation of explosives, hazardous waste, radioactive 
materials, aerospace equipment and heavy machinery. The Company 
completed several strategic transactions in order to increase its 
market share in the explosives, hazardous waste and radioactive 
materials sector of its operations, to expand the geographic 
scope of its operations and to obtain the necessary lane density 
to achieve profitability in the heavy machinery sector of its 
operations.

       In March 1991, the Company acquired substantially all of
       the fixed assets of Lucas Trucking & Leasing, Inc. 
       (Lucas), an Arkansas-based truckload carrier in the 
       explosives transportation business, which had revenues of 
       approximately $10 million in 1990.

       In August 1991, the Company acquired McGil Specialized 
       Carriers, Inc. (McGil), a Georgia-based heavy machinery 
       truckload company, which had revenues of approximately $64 
       million in 1990.

       In August 1991, the Company acquired a substantial portion 
       of the operating assets, such as fuel, tires and spare 
       parts, and directly assumed certain equipment obligations 
       of PST, Inc. (PST).

       In January 1992, the Company acquired substantially all the 
       assets of Diversified Freight Services, Inc. (DFS), a 
       Houston-based heavy machinery freight broker, which had 
       revenues of approximately $11 million in 1991.

       In January 1992, the Company founded TSC, Inc. by combining 
       the heavy machinery operations of TSMT with those of McGil 
       and DFS.

       In December 1993, the Company issued $100 million of 10.75% 
       Senior Subordinated Notes, due 2000, the proceeds of which 
       were used to repay certain existing indebtedness, acquire 
       revenue equipment under lease and purchase new revenue 
       equipment.

       In February 1994, the Company completed an initial public 
       offering of 1,800,000 shares of common stock at an initial 
       public offering price of $14 per share.  The net proceeds 
       to the Company of $21,723,776 were used to repay notes and 
       miscellaneous equipment obligations.

       In August 1994, the Company acquired Diablo Transportation, 
       Inc. (Diablo), a California-based truckload carrier of 
       explosives, hazardous waste and radioactive materials, 
       which had revenues of approximately $8 million in 1993.

       In September 1994, the Company acquired E.L. Powell & Sons 
       Trucking Co., Inc. (Powell), an Oklahoma-based heavy 
       machinery truckload company, which had revenues of 
       approximately $11.5 million in 1993.

<PAGE>

       In March 1995, the Company acquired Kavanagh & Associates, 
       Inc. (Kavanagh), a Clinton, New Jersey based logistics 
       firm which specializes in the same type freight most 
       frequently hauled by TRISM.

       In August 1995, the Company acquired the assets of C.I. 
       Whitten Transfer Co. (Whitten), a trucking firm based in 
       Indianapolis, Indiana, and a subsidiary of Intrenet, Inc.  
       Whitten specializes in the transportation of explosives 
       and munitions, which is compatible with the market segment 
       of TSMT.

       In October 1995, the Company acquired certain assets of 
       Eastern Flatbed Systems, Inc., a trucking firm based near 
       Salt Lake City, Utah.  Eastern Flatbed specialized in 
       flatbed trailer service to the building materials markets 
       in the Southwest and Southeast Regions of the United 
       States.  The Company formed TTSI to continue service to the 
       general commodity flatbed market and to provide lane 
       balancing freight for the Company's specialized operating 
       units. 

       In August 1996, the Company acquired the business and 
       certain assets of the Special Commodities division of J.B. 
       Hunt Transport, Inc. (Special Commodities). Special 
       Commodities specialized in the transportation of hazardous 
       waste and radioactive materials.  The acquired operations 
       were combined into the Hazardous Waste division of TSMT.

       As a result of continued operating losses at Trism Transport 
       Services, Inc. during 1996, the Company elected to shut 
       down component operations in the West, consolidate 
       operations in Kennesaw, Georgia, and write off unamortized 
       goodwill associated with the acquisition in the amount of 
       $4.1 million. Accordingly, 1996 results were significantly 
       impacted by these actions.

       In February 1997, the Company announced an organizational 
       restructuring to consolidate certain sales, operations and 
       administrative functions and reengineer certain business 
       processes to reduce overhead costs and increase operational 
       efficiency.  The Company will include in its 1997 results 
       restructuring charges for the termination of certain 
       employees, relocation of key personnel, engagement of an 
       outside consultant and the closing of unproductive 
       facilities.  The Company estimates these charges to 
       approximate $2.5 million to $3.5 million in the first and 
       second quarters of 1997.  

STRATEGY

     TRISM's business strategy is to offer high quality, specialized
transportation services in specific markets of the trucking industry
to service-sensitive customers. The key components of the Company's
strategy are as follows:

     MARKET LEADERSHIP

     TRISM has sought to enter niche trucking markets in which it 
can become the preeminent carrier. These markets generate higher 
revenues per mile than general freight carriage. There are 
substantial service and productivity advantages to having a large 
specialized equipment fleet including high route density and a 
large and diverse customer base.

     NATIONWIDE COORDINATION OF OPERATIONS

     TRISM's coordinated nationwide operations and careful compliance by the
Company's drivers and field personnel with a synchronized network load plan
are key elements in its strategy.  In order to minimize down time and to
reduce empty miles, the Company coordinates its nationwide operations by
utilizing systems designed to match driver and equipment availability to
customer and geographic demand.  As part of this process the Company has
equipped substantially all of its tractors with satellite communications
equipment which enables the Company's drivers and dispatchers to communicate
with each other at any time regardless of where a tractor is in the
continental United States. This system enables the Company to provide its
customers with current information on the location and status of cargo while
in transit. In addition, the Company believes that its reliance predominantly
on Company-employee drivers and field sales personnel, rather than
independent contractors and third-party sales agents or brokers, aids its
ability to coordinate operations. 

<PAGE>


     SPECIALIZED OPERATING CAPABILITIES AND EQUIPMENT

     TRISM has the capability of handling all of an individual shipper's
freight in the Company's niche markets. The Company's operating capabilities
include a variety of specialized equipment, regulatory permits and compliance
expertise, satellite communications and technology, specialized terminals
including segregated munitions storage areas and driver selectivity and
training. The Company owns 27 types of trailers in order to meet the
specialized needs of shippers. Because of the number and variety of trailers
in the Company's fleet, the Company is able to accommodate large nationwide
shippers' needs on a timely basis.  The breadth of these equipment options
is an integral part of the Company's position with its major customers. 

     SELECTED ACQUISITIONS AND PRIVATE FLEET CONVERSIONS

     The Company was established and has grown through 
acquisitions which demonstrated sufficient growth potential and 
which broadened its geographic scope and customer base. The 
Company does not intend to acquire additional businesses until 
the corporate restructuring is complete and the benefits 
therefrom are realized.  However, the Company believes that the 
continuing consolidation in the trucking industry and conversion 
of private fleets will provide profitable acquisition 
opportunities in the future.


MARKET GROUPS

     The Company has three market groups:  one which specializes 
in the transportation of heavy machinery and large equipment, one 
which specializes in the transportation of hazardous waste, 
explosives and radioactive materials, and one which specializes 
in the transportation of building materials, lumber, steel and 
metal products.  Set forth in the following tables are 
contributions of revenues for each of the Company's market groups 
for the three years ended December 31, 1996.  Revenues and 
percent of revenues exclude corporate adjustments and 
intercompany eliminations.

     HEAVY HAUL GROUP
                                1996           1995        1994
  Revenues (in thousands)     $180,325      $174,683     $151,447
  Percent of revenues              58%           64%          66%

     The heavy haul group specializes in the transportation of 
oversized loads.  The largest markets for the heavy haul group 
are construction and farm machinery manufacturers and dealers, 
manufacturers of transformers, turbines, electric switchgear and 
power transmission equipment, importers of industrial durable 
goods, the United States military, suppliers and contractors to 
industrial and public construction, metal and platework 
fabricators, manufacturers of aircraft engines and parts, and 
manufacturers of vessels to contain inorganic chemicals. 
Approximately one-fourth of the loads transported require a 
special permit from state or local governments or an escort.

     Its principal operating center is located in Kennesaw, 
Georgia, and it operates 30 terminals strategically located 
throughout the continental United States.  The operating 
companies within the heavy specialized group have operating 
authority in the entire continental United States and nine 
provinces of Canada. 

     SECURED MATERIALS GROUP
                                 1996        1995        1994
   Revenues (in thousands)     $97,930     $91,502     $78,740
   Percent of revenues             31%         34%         34%

     The secured materials group is characterized by the toxic 
or explosive nature and special packing and handling requirements 
of the cargo.  The cargo typically consists of hazardous waste,  
spent nuclear fuel from power plants, military and commercial 
weapons and radioactive materials.  Customers include various 
agencies of the United States government and the United States 
military, waste generators and environmental clean-up firms.  As 
the safety and security of the cargo is critical in this market, 
permits, specialized equipment and specially-trained drivers are 
frequently required.

     Its principal operating center is located in Joplin, 
Missouri, and it operates 28 terminals strategically located 
throughout the continental United States. The operating companies 
within the secured materials group have  operating authority in 
the entire continental United States and eight provinces of 
Canada. 

<PAGE>

     TRISM TRANSPORT GROUP
                                          October 1 to
                                           December 31
                                  1996        1995  
     
     Revenues (in thousands)     $34,390     $6,786
     Percent of revenues           11%          2%

     The transport group serves the shipping needs of building 
materials, lumber, steel and metal industries.  By operating 
light weight tractors and flatbed trailers, TTSI is able to offer 
an increased payload to its customers and obtain a premium 
freight rate in turn.

     Its principal operations have been combined with TSC in 
Kennesaw, Georgia.

SEASONALITY

     The Company's operations are subject to seasonal trends 
common to the trucking industry. Results of operations for the 
quarters ending in December and March are materially lower than 
the quarters ending in June and September due to reduced 
shipments and higher operating costs in the winter months.

CUSTOMERS

     TRISM's largest customer is the United States government 
(principally the Department of Defense) which accounted for 
approximately 17 percent of consolidated revenues in 1996.  The 
remainder of the Company's customer base is diversified in terms 
of customer concentration, industry and geography, and none of 
which accounted for more than 10 percent of the Company's 
consolidated revenues. The Company's customers include such 
industrial companies as Westinghouse Electric Corp., General 
Electric Co., J.I. Case Company, Imperial Chemical Industries 
PLC, The Boeing Co., Caterpillar Inc., Chem Waste Management, 
Inc. and Georgia Pacific.

EMPLOYEES

     At December 31, 1996, the Company had 3,137 employees of 
whom 2,220 were drivers. Like other trucking operations, TRISM 
experiences a high turnover rate (approximately 106% for 1996) of 
its Company-employed drivers and contract operators; however, 
management believes that the turnover rate of its drivers in 
certain operations is below the industry average.  Regardless, 
the turnover of drivers often results in idle tractors and loss 
of available revenues.  To combat this issue, the Company 
increased driver pay in March 1997 and September 1994, and has 
significantly intensified driver recruitment efforts. Safety and 
dependability of all drivers are of great importance to the 
Company's operations. Driver applicants are required to pass, 
among other things, a drug test. The Company's employees are not 
represented by unions.

RISK MANAGEMENT AND INSURANCE

     The primary risk areas in the Company's businesses are 
liability for bodily injury and property damage, workers' 
compensation and cargo loss and damage. The Company maintains 
insurance against these risks and is subject to liability for 
deductibles with regard to personal injury and property damage 
and self-insured retention with regard to workers' compensation 
under the policies of insurance. The Company currently maintains 
liability insurance for bodily injury and property damage in the 
amount of $100 million per occurrence. The current deductible for 
bodily injury and property damage is $500,000 per occurrence 
subject to satisfaction of an additional $750,000.  The Company 
is a qualified workers' compensation self-insurer in the States 
of Missouri and Oklahoma where most of it's drivers are 
domiciled. Losses in excess of $500,000 are insured by an excess 
workers' compensation policy up to $10 million per occurrence. In 
all other states statutory workers' compensation insurance is 
maintained with a deductible or retro program with a $500,000 
loss limit per occurrence to the Company.  The Company also 
self-insures as to damage or loss to the property and equipment 
it owns or leases, subject to insurance coverage maintained in 
the event of a catastrophic loss in excess of $50,000 for 
property and $100,000 for equipment.  Certain of the shipments 
transported by the Company are very valuable. The Company 
currently maintains cargo loss and damage insurance in the amount 
of $10 million per occurrence. The current deductible for cargo 
loss and damage insurance is $250,000 per occurrence.

<PAGE>

     The Company believes its safety record at TSC and TSMT are 
above the industry average.  Both TSC and TSMT, have received the 
Department of Transportation (DOT) highest safety rating for more 
than five consecutive years, (total accidents and reportable 
accidents).  In addition to following DOT regulations requiring 
random drug testing and post-accident drug testing, the Company 
rigorously enforces its accident and incident reporting and 
follow-up standards.

SAFETY

     The Company employs 53 safety specialists and maintains 
safety programs designed to meet its specific needs. In addition, 
the Company employs specialists to perform compliance checks and 
to conduct safety tests throughout the Company's operations. The 
Company conducts a number of safety programs designed to promote 
compliance with rules and regulations and to reduce accidents and 
cargo claims. These programs include an incentive pay program for 
accident and claim-free driving, an ongoing Substance Abuse 
Prevention Program, driver safety meetings, distribution of 
safety bulletins to drivers and participation in national safety 
associations. The Company reviews accidents and claims on a daily 
basis to design prevention programs.

INFORMATION TECHNOLOGY

     In 1995 and 1996, TRISM made major technological 
advancements in the Company's continuing efforts to integrate the 
operations of all TRISM companies.  In 1996, all Trism Secured 
Transportation companies were brought on line with other TRISM 
operating companies.  The Company also successfully moved its 
informational hardware to its new corporate headquarters located 
in Kennesaw, Georgia.

     The Company completed the final stages of installing 
satellite communications in all truck fleets.  Not only does this 
upgrade allow for real-time communications for customers, it 
allows the Company to tap into onboard computers to retrieve 
specific data on company tractors. This technology will link 
TRISM to companies in the United States and around the world.

     Additionally, the Company has begun to test and implement a 
software program designed to optimize truckload decision making.  
This software, called MICROMAP, will give load planners the power 
to improve service while reducing costs.  

FUEL AVAILABILITY AND COST

     The Company's fuel requirements are met by commercial fuel 
stops. The Company has entered into agreements with national 
truckstop chains which provide for discounts on fuel.  The 
Company may, from time to time, enter into the forward purchases 
of fuel for delivering through its truckstop network for up to 40 
percent of its monthly usage. The Company believes that a portion 
of any increase in fuel costs or fuel taxes generally would be 
recoverable from its customers in the form of higher rates 
although a time lag could occur in implementing and collecting 
these costs. 

COMPETITION AND REGULATION

     The trucking industry is highly competitive.  TRISM competes 
with other truckload carriers, private carriage fleets and, to a 
lesser extent, railroads.  Although the increased competition 
resulting from deregulation has created downward pressure on 
rates, the Company has mitigated this decline by setting rates on 
the basis of its quality of service and its ability to provide 
specialized services.

     The trucking industry has been substantially deregulated 
since the Motor Carrier Act of 1980. Although the Company is 
still subject to the regulatory powers of the Department of 
Transportation (which has assumed the trucking regulation 
responsibilities from the Interstate Commerce Commission), as are 
all interstate common carriers by motor vehicle, many of the 
previous regulatory barriers for entry into the trucking business 
have been eased. Further, as a result of deregulation, operating 
authorities for handling commodities in individual states are 
more easily obtained by new and existing carriers and certain 
restrictions on transportation have been eased.
     
     The DOT sets safety and equipment standards, as well as 
hours of service regulations for drivers. The transportation of 
hazardous waste and hazardous materials is regulated by federal, 
state and local governments. Generally, certain procedures must 
be followed, pre-notifications given and permits obtained when 
transporting these materials.

<PAGE>

ENVIRONMENTAL MATTERS

     TRISM's operations as well as those of its competitors, are 
subject to extensive federal, state and local environmental 
regulations.  In order to comply with such regulations and to be 
consistent with the Company's corporate environmental policy, 
normal operating procedures include practices to protect the 
environment.  Amounts expended relating to such practices are 
part of the normal day-to-day costs of TRISM's business 
operations.

ITEM 2. PROPERTIES

FACILITIES

     The Company owns executive and administrative offices in 
Kennesaw, Georgia and Joplin, Missouri and leases additional 
executive and administrative offices in American Fork, Utah; 
Tulsa, Oklahoma and Byron, California. The Company's principal 
operational headquarters are in Kennesaw, Georgia and Joplin, 
Missouri.  These facilities provide sufficient space for the 
Company to coordinate its nationwide operations.

     As of December 31, 1996, the Company owned 18 terminals and 
leased 28 terminals.  All but one terminal are in present use by 
the Company.  These terminals are strategically located in 23 
states throughout the United States.  From these terminals, the 
Company caters to service-sensitive customers transporting cargo 
in truckload quantities to single destinations throughout the 
continental United States and Canada.  Mostly the Company 
arranges for shipments into Mexico through agreements it maintains
with Mexican trucking companies.

     The Company may consolidate operations throughout its 
terminal network as a result of the 1997 restructuring.  See Note 
21 of Notes to the Company's Consolidated Financial Statements.

REVENUE EQUIPMENT AND MAINTENANCE

     TRISM utilizes a wide range of specialized equipment 
designed to meet its customers' varied transportation 
requirements which distinguishes the Company from many other 
large truckload carriers.  To meet its customers' specialized 
needs, the Company's trailer fleet consists of 27 types of 
trailers, including closed vans, flat beds, drop frames, double 
drops, extendibles, low-boy and dromedary trailers.

     The Company's policy is to replace tractors on a four to 
five year cycle, resulting in an average fleet age of two  to 
three years. At December 31, 1996, the average age of the 
Company's tractor fleet was 2.45 years.  The Company's policy is 
to replace trailers on a five to ten year cycle resulting in an 
average fleet age of four to eight years.  At December 31, 1996, 
the average age of the Company's trailer fleet was 6.65 years.

     TRISM operated  the following  tractors and  trailers at  
December 31:
                                   1996     1995
     Tractors:          
       Owned(1)                   1,031     1,278
       Leased(1)                    982       652
       Independent contractors      161       281
                                  -----     -----
          Total                   2,174     2,211
                                  =====     =====
     Trailers:          
       Owned                      4,504     4,191
       Leased                       302       489
                                  -----     -----
          Total                   4,806     4,680
                                  =====     =====


(1) Operated by Company-employed drivers.

<PAGE>

ITEM 3. LEGAL PROCEEDINGS

     The Company is a party to certain legal proceedings 
incidental to its business, primarily involving claims for 
personal injury or property damage, workers compensation, and 
cargo loss and damage arising from the transportation of freight.  
With regard to personal injury, property damage, workers' 
compensation claims, and cargo claims, the Company is and has 
been covered by insurance as noted above.  Such matters may include
claims for punitive damages.  It is an open question in
some jurisdictions in which the Company does business as to 
whether or not punitive damages awards are covered by insurance.  

     In addition to matters referred to above, the Company is a 
party to several additional lawsuits, none of which is believed 
to involve a significant risk of materially and adversely 
affecting the Company's financial condition.  

     The Company is a defendant in one additional litigation 
pending in the Circuit Court of Jefferson County, Alabama which 
is not noteworthy except for the plaintiff's excessive demand.  
The case is captioned ROY A. REESE V. TRISM SPECIALIZED CARRIERS,
INC. AND TRI-STATE MOTOR TRANSIT COMPANY.  It arises from a 
lease, transfer and consulting agreement between the Company and 
plaintiff (Mr. Reese and his wholly owned corporation) dated 
August 24, 1992.  Plaintiff alleges breach of contract, 
promissory fraud, conversion and conspiracy claims arising from 
the Company's termination of the contract.  He seeks compensatory 
and punitive damages.  The Company maintains that it properly 
terminated the contract because of misrepresentations and non-
performance by plaintiff and his company, and has asserted 
certain counterclaims.  The case was tried in August 1996 and 
plaintiff was awarded $47,000 in rental fees admitted by TRISM to 
be due for the use of plaintiff's trailer equipment after 
cancellation of the original contract.  This portion of the 
plaintiff's claim was never contested by TRISM.  All other claims 
for damages were found in favor of the defendant (TRISM).  The 
case is currently on appeal by plaintiff.  The Company is 
vigorously contesting the appeal and believes it will prevail.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     During the fourth quarter of 1996, no matters were submitted 
to a vote of security holders.

EXECUTIVE OFFICERS OF THE REGISTRANT AND PRINCIPAL SUBSIDIARIES

     The following sets forth information about the executive 
officers of the Company as of March 15, 1997.  The business 
address of each executive officer is the address of the Company, 
4174 Jiles Road, Kennesaw, Georgia  30144, unless otherwise 
indicated, and each executive officer is a United States citizen.

     James M. Revie, age 60, has been Chief Executive Officer of 
the Company since August 1995, Chairman of the Board of Directors 
since May 1993, and a Director of the Company since August 1992.  
He was Vice Chairman of Scott-Macon, Ltd., New York, NY, an 
investment banking firm, from February 1991 until March 31, 1995.

     John J. Kilcullen, age 55, has been President and Chief 
Operating Officer of the Company since August 1995.  He was 
President and Chief Executive Officer of Chemical Lehman Tank 
lines, Inc., a transporter of bulk chemicals and hazardous
materials, for more than five years prior to August 1995.

     Gary W. Hartter, age 55, was named Executive Vice President 
of Sales and Operations as well as the President of each 
Subsidiary for the Company in February, 1997.  Mr. Hartter was 
the President and Chief Operating Officer of Trism Specialized 
Carriers since September 1992, and was the Senior Vice President 
of Marketing for the Company from August 1991 to September 1992. 
He was the Executive Vice President of Marketing for McGil from 
August 1991 to September 1992.

     James G. Overley, age 33, has been Senior Vice President, 
Chief Financial Officer and Treasurer of the Company since July 
1996.  He was the Vice President of Finance, Chief Financial 
Officer and Treasurer at Burlington Motor Holdings, Inc. from 
October 1995 to July 1996.  He held various other financial 
management positions with Burlington Motor Holdings, Inc.  for 
more than five years prior to October 1995. 

     Ralph S. Nelson, age 54, has been Senior Vice President, 
General Counsel and Secretary of the Company since April 1996.  
He was Senior Vice President, General Counsel and Secretary at 
Burlington Motor Holdings, Inc. for more than five years prior to 
April 1996. 

<PAGE>

PART II.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS

     The Company's common stock, owned by 96 stockholders of 
record as December 31, 1996, is traded on the National 
Association of Securities Dealers Automated Quotation National 
Market System (NASDAQ) under the symbol "TRSM."  The following 
table sets forth the high and low closing sales prices for the 
Company's common stock as reported by NASDAQ for 1996 and 1995.  

<TABLE>
<CAPTION>
             1995                High     Low       Close
     <S>                         <C>      <C>       <C>
     First quarter               9 1/2     6 3/4     8

     Second quarter              8 3/4     6 3/4     7 1/2

     Third quarter               9 3/4     6 1/2     7 1/4

     Fourth quarter              8 1/2     5 1/2     6


       1996                      High     Low       Close

     First quarter               6 9/16    4 3/4     6

     Second quarter              6 1/4     4 3/4     5 5/8

     Third quarter               6         3 7/8     4 1/8

     Fourth quarter              4 5/8     3 1/2     3 3/4
</TABLE>

     The Company has never paid a cash dividend on its common 
stock.  It is the current intention of the Company's Board of 
Directors to continue to retain earnings to finance the growth of 
the Company's business rather than to pay dividends.  Future 
payment of cash dividends will depend upon the financial 
condition, results of operations and capital commitments of the 
Company as well as other factors deemed relevant by the Board of 
Directors.

<PAGE>

ITEM 6. SELECTED FINANCIAL DATA AND OPERATING STATISTICS

     The following table sets forth selected consolidated 
financial data for the periods indicated and should be read in 
conjunction with the consolidated financial statements and 
related notes. The selected financial data for each of the five 
years in the period ended December 31, 1996 was derived from the 
Company's audited consolidated financial statements.

<TABLE>
<CAPTION>
                      
                                   YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED     YEAR ENDED
                                  DECEMBER 31,     DECEMBER 31,    DECEMBER 31,    DECEMBER 31,   DECEMBER 31,
                                     1996            1995            1994            1993             1992 
SELECTED FINANCIAL DATA                (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                   <C>            <C>                <C>             <C>             <C>
For the year:
Revenues                              $310,033       $268,444           $225,191        $210,590        $210,601
Operating income                         5,082         19,593             19,401          11,378           3,529
Income (loss) before extraordinary
  items and cumulative effect of
  change in accounting method         $ (6,598)      $  3,874           $  4,781        $  1,548        $ (4,840)
Extraordinary loss, net of tax (a)                                        (231)           (385)         (1,140)
Cumulative effect of change in
  accounting for income taxes,
  net of tax (b)                                                                           222
                                      --------        -------            -------          ------         -------
Net income (loss)                       (6,598)         3,874              4,550           1,385          (5,980)
Cumulative preferred stock dividends                                                       300             302
                                      --------        -------            -------          ------         -------
Net income (loss) available to
  common stockholders                $  (6,598)      $  3,874            $ 4,550        $  1,085        $ (6,282)
                                      ========        =======             ======         =======         =======
Earnings (loss) per common share:    
Income (loss) before extraordinary items 
 and cumulative effect of change in
 accounting method                   $  (1.15)       $    .67            $   .82        $    .46        $  (2.08)
Extraordinary loss                                                        (.04)           (.11)           (.49)
Cumulative effect of change in
  accounting for income taxes                                                              .06
Cumulative preferred stock dividends                                                      (.09)           (.13)
                                      -------         -------             ------          ------         -------
Earnings (loss) per common share     $ ( 1.15)       $    .67            $   .78         $   .32        $  (2.70)
                                      =======         =======             ======          ======         =======
Number of shares used in computation
  of earnings (loss) per common share   5,735           5,759              5,846           3,391           2,330           
                                                            
At year end:                                          
Total assets                        $ 232,497        $218,771            $208,001       $168,649        $116,893
Long-term debt (including
  current portion)                    163,223         137,647             139,711        116,468          56,889
Redeemable preferred stock                                                                 3,658           4,584           
Common stockholders' equity (deficit)  28,750          35,107              32,206          5,552          (1,603)
Common stockholders' equity (deficit)
   per common share                      5.01            6.12                5.48           1.40            (.59)
Common shares outstanding               5,737           5,733               5,879          3,978           2,740           
                                                                                                                         
Selected operating data                           
For the year:                                              
Operating ratio                          98.4%           92.7%               91.4%          94.4%           98.3%
Revenue per loaded mile (c)             $1.69           $1.71               $1.73          $1.66           $1.62 
Revenue per total  mile (c)             $1.40           $1.41               $1.45          $1.39           $1.33 
Load factor (d)                          82.9%           82.4%               84.0%          83.7%           82.0%
Daily revenue per tractor (e)            $505            $527                $555           $540            $499           
Average length of haul in miles (f)       819             900                 953            941             900           
                                                                                     
Weighted average number of:                                          
  Employees (g)                                                       
    Drivers                             2,173           1,920               1,630          1,611           1,789           
    Mechanics                             168             144                 148            132             121           
    Other                                 758             688                 622            564             575           
  Tractors (h)                          2,220           1,893               1,522          1,429           1,618           
                                                                                                                         

(a)     During the years ended December 31, 1994, 1993 and 1992, the Company
        recorded extraordinary losses related to the early extinguishment of
        debt.
(b)     Effective January 1, 1993, the Company adopted Statement of Financial
        Accounting Standards No. 109, "Accounting for Income Taxes." The
        cumulative effect of the change in accounting method at the time of
        adoption increased 1993 net income by $222.
(c)     Freight revenues exclude brokerage and other revenues.
(d)     Load factor represents loaded miles as a percentage of total book miles.
(e)     Based on weighted average number of tractors during the period.
(f)     Calculated as the average distance from origin to the destination of
        the shipments.
(g)     Includes part-time employees.
(h)     Includes the monthly average of owned, leased and independent
        contractor units.
</TABLE>
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

     The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward looking statements.  Certain statements in Items 1, 3, 7
and 8 of this Form 10-K include information that is forward looking, such as
the Company's opportunities to reduce overhead costs and increase operational
efficiency, its anticipated liquidity and capital requirements and the results
of legal proceedings.  The matters referred to in forward looking statements
could be affected by the risks and uncertainties involved in the Company's
business.  These risks and uncertainties include, but are not limited to,
the effect of economic and market conditions, the expenses associated with
and the availability of drivers and fuel, as well as certain other 
risks described above in this Item and in Item 1 in "Business" 
and in Item 3 in "Legal Proceedings."  Subsequent written and 
oral forward looking statements attributable to the Company or 
persons acting on its behalf are expressly qualified in their 
entirety by the cautionary statements in this paragraph and 
elsewhere in this Form 10-K.  The following discussion and 
analysis should be read in conjunction with the  Selected 
Consolidated Financial Data and the Company's Consolidated 
Financial Statements and notes.

OVERVIEW

TRISM, INC.

     TRISM, Inc. (TRISM or the Company) is incorporated in 
Delaware and specializes in transporting heavy machinery and 
equipment, hazardous waste, explosives, radioactive materials and 
building materials, lumber, steel and metal products.  The 
Company conducts its business through operating subsidiaries.  
The principal subsidiaries are Trism Specialized Carriers, Inc. 
(TSC) which operates in the heavy specialized market and Tri-
State Motor Transit Co. (TSMT) which operates in the hazardous 
materials market and Trism Transport Services, Inc. (TTSI) which 
transports general flatbed commodities.

HEAVY HAUL MARKET GROUP

     The heavy haul market group specializes in the 
transportation of oversized loads. The largest markets for the 
heavy specialized group are construction and farm machinery 
manufacturers and dealers, manufacturers of transformers, 
turbines, electric switchgear and power transmission equipment, 
importers of industrial durable goods, the United States 
military, suppliers and contractors to industrial and public 
construction, metal and platework fabricators, manufacturers of 
aircraft engines and parts, and manufacturers of vessels to 
contain inorganic chemicals. Approximately one-fourth of the 
loads transported require a special permit from state or local 
governments or an escort.

SECURED MATERIALS MARKET GROUP

     The secured materials market group is characterized by the 
toxic or explosive nature and special packing and handling 
requirements of the cargo.  The cargo typically consists of 
hazardous waste,  spent nuclear fuel from power plants and 
military weapons.  Customers include various agencies of the 
United States government and the United States military, waste 
generators and environmental clean-up firms.  As the safety and 
security of the cargo is critical in this market, permits, 
specialized equipment and specially-trained drivers are 
frequently required.

TRISM TRANSPORT GROUP

     The transport group serves the shipping needs of building 
materials, lumber, steel and metal industries.  By operating 
light weight tractors and flatbed trailers, Trism Transport is 
able to offer an increased payload to its customers and obtain a 
premium freight rate in turn.  Trism Transport also serves a lane 
balancing function for the Heavy Haul and Secured Materials 
Groups.  As a result of lower than expected results from TTSI in 
1996, the Company elected to shutdown the western operations of 
TTSI, write-off goodwill associated with the acquisition of $4.1 
million and consolidate remaining operations into TSC.  
Accordingly, 1996 results were significantly impacted by these 
actions.

LOGISTICS

     In March 1995, TRISM, Inc. acquired Kavanagh & Associates 
(renamed as Trism Logistics, Inc.), a logistics firm specializing 
in the types of freight most frequently hauled by TRISM's 
companies. Trism Logistics, based in Annandale, New Jersey, 
manages specialized freight by truck, rail and water in the 
domestic and international markets of Europe, South America and 
the Far East.  Trism Logistics' client base includes major 
engineering and construction companies, suppliers to the European 
Community, Fortune 500 companies and major utility companies.

<PAGE>

CORPORATE RESTRUCTURING

     In February 1997, the Company announced an organizational 
restructuring to consolidate certain sales, operations and 
administrative functions and reengineer certain business 
processes to reduce overhead costs and increase operational 
efficiency.  The Company will include in its 1997 results 
restructuring charges for the termination of certain employees, 
relocation of key personnel, engagement of an outside consultant 
and the closing of unproductive facilities.  The Company 
estimates these charges to approximate $2.5 million to $3.5 
million in the first and second quarters of 1997.  

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1996 COMPARED WITH YEAR ENDED DECEMBER 31, 1995

REVENUES

     Operating revenues increased by $41.6 million, or 15.5 
percent, compared with 1995.  Approximately $29.4 million, or 
70.7%, of the increase was attributable to acquisitions made 
during 1995.  The following table presents a comparison of 
revenues by market group.

<TABLE>
<CAPTION>
                                     1996                             1995
(In thousands)                            Operating                         Operating
                        Revenues            Ratio         Revenues             Ratio
<S>                     <C>                <C>            <C>                <C>
Heavy Haul              $180,325            94.0%          $174,683           91.9%
Secured Materials         97,930            95.6%            91,502           92.1%
Trism Transport           34,390           118.4%             6,786           98.5%
Logistics                  6,090           103.1%             4,254          101.1%
Eliminations and others   (8,702)                            (8,781)
                        --------           -----            -------          -----
                        $310,033            98.4%          $268,444           92.7%
                        ========           =====            =======          =====
                   
</TABLE>

     HEAVY HAUL revenues grew by 3.2% in 1996 over 1995.  Revenue 
per total mile improved to $1.471 in 1996 from $1.463 in 1995, 
primarily due to an increase in the loaded mile ratio which 
improved to 84.8% from 83.8%.  Direct operating costs per mile 
increased to $1.181 in 1996 from $1.132 in 1995, due to increased 
driver wages and fringe benefits, higher fuel prices and 
financing new and replacement tractors and trailers with 
operating leases.  Indirect costs were $23.2 million in 1996 
compared to $23.1 million in 1995.

     SECURED MATERIALS revenues grew by 7.0% in 1996 over 1995.  
Revenue per total mile improved to $1.392 in 1996 from $1.367 in 
1995.  A breakdown of product mix is as follows:  


                                    1996          1995       Change
  (% of Loaded Miles)                                                       
  Munitions and Explosives         30.3%          32.4%      (2.1%)
  Hazardous Materials              30.2%          20.6%       9.6%
  Radioactive Materials             8.4%           8.6%       (.2%)
  Other Special Commodities         4.6%           5.2%       (.6%)
  Freight all kinds                26.5%          33.2%      (6.7%)
                                   ----           ----        ---- 
                                  100.0%         100.0%
                                  =====          =====

The growth in the hazardous materials market results from the
acquisition of certain assets and customers of the Special 
Commodities division of J.B. Hunt Transport, Inc. ("Special 
Commodities") for $7.4 million on August 30, 1996.  The 
acquisition price included payment for certain customer lists, a 
covenant not to compete and approximately 250 trailers.  The 
acquisition allowed the Company to increase its revenue per total 
mile during the fourth quarter of 1996 and reduce its reliance on 
freight all kinds.

<PAGE>
Direct operating costs increased to $1.119 in 1996 from $1.045 in 
1995, primarily due to increased driver wages and fringe 
benefits, higher fuel prices and financing new and replacement 
tractors with operating leases.  Indirect cost were $14.4 million 
in 1996 compared to $14.2 million in 1995.

     TRISM TRANSPORT revenues relate to the acquisition of 
certain assets of Eastern Flatbed as of October 1, 1995. 
Transport's revenue per mile, average length of haul and cost 
structure is markedly different from Heavy Haul and Secured 
Materials.  Revenue per mile for 1996 was $1.109 with an average 
length of haul of 462 miles.  Additionally, approximately 27% of 
its revenues were sub-contracted to other trucking companies, 
including other Trism subsidiaries.  Transports operating results 
were negatively impacted by higher fuel costs and lower than 
expected asset utilization due to an increase in competition for 
drivers.  As a result of lower than expected results from 
Transport in 1996, the Company elected to shutdown Western 
Operations, consolidate remaining operations into TSC and write 
off unamortized goodwill associated with the acquisition of $4.1 
million.

     LOGISTIC revenues relate to the March 1995 acquisition of 
Kavanagh and Associates, renamed Trism Logistics, Inc. in 
December, 1996.  Trism Logistics has benefitted  from the 
acquisition of hazardous materials segment from Hunt growing its 
gross revenues by approximately $100,000 per month subsequent to 
the acquisition.

EXPENSES

     The following table sets forth operating expenses as a 
percent of operating revenues and the related variance from 1996 
to 1995.
<TABLE>
<CAPTION>           
                                        YEAR ENDED DECEMBER 31,           INCREASE
                                           1996           1995           (DECREASE)           
<S>                                        <C>            <C>             <C>
Salaries, wages and fringe benefits        36.7%          36.9%           (0.2)%           
Purchased transportation                   18.5%          14.6%            3.9%           
Operating supplies and expenses            15.0%          13.7%            1.3%           
Operating taxes and licenses                9.3%           9.3%                        
General supplies and expenses               5.8%           5.5%             .3%           
Claims and insurance                        3.2%           3.3%           (0.1)%           
Depreciation                                6.1%           6.7%           (0.6)%           
Amortization of prepaid leases              0.2%           0.6%           (0.4)%           
Communications and utilities                1.9%           1.9%                      
Gain on sale of equipment                   0.1%          (0.1)%           0.2%           
Amortization of intangibles and
   write-off of goodwill                    1.6%           0.3%            1.3%
                                           ----           ----             ---
                                           98.4%          92.7%            5.7%           
                                           ====           ====             ===
</TABLE>
     Purchased transportation costs increased by $18.1 million in 1996 over
1995.  This category includes the following expenditure types:

<TABLE>
<CAPTION>
                                                     Percent of                           Percent of
(In thousands)                    1996                Revenues             1995            Revenues
<S>                               <C>                <C>                   <C>              <C>
Independent contractors           $18,636             6.0%                  $18,019           6.7%
Sub-contractor carriers            25,732             8.3%                   16,735           6.2%
Tractor and trailer lease          13,013             4.2%                    4,561           1.7%
                                   ------            ----                    ------           ---
                                  $57,381            18.5%                  $39,315          14.6%
</TABLE>

     Sub-contractor carrier expense increased with revenues, 
which are primarily attributed to Kavanagh Logistics and Trism 
Transport.  The increase in lease expense results from financing 
new tractors and trailers with operating leases in 1995 and 1996 
due to the financial benefits associated with leasing.

<PAGE>
     For 1996, operating supplies and expenses increased on a 
percentage of revenue basis by 1.3%.  This increase was primarily 
attributable to higher fuel costs per gallon in 1996 of $1.19 
compared to $1.06 in 1995.  This variance caused operating cost 
to increase by $4.1 million in 1996 over 1995.  The Company 
implemented fuel surcharges in April 1996, and has recovered $2.3 
million to help defray the increase in fuel prices.

     The change in mix of owned versus leased tractors and 
trailers caused the reduction in depreciation expense as a 
percentage of revenue.

     In 1996, the Company wrote off the unamortized portion of 
goodwill associated with the acquisition of TTSI in the amount of 
$4.1 million as a result of a shutdown of a portion of the 
business, lower than expected operating results and combination 
with TSC.

     Interest expense increased from $14.1 million in 1995 to 
$14.5 million in 1996.  The increase in interest expense relates 
to additional borrowings under the Company's revolving credit 
facility, debt incurred with the acquisition of Special 
Commodities and financing new revenue equipment.

     Income tax benefit for 1996 was $3.3 million compared to 
income tax expense of $1.6 million in 1995 resulting in an 
effective tax rate of 33.3% and 29.7% in 1996 and 1995, 
respectively.  The tax rate increase primarily relates to changes 
in the valuation allowance and state income taxes from 1995 to 
1996.

YEAR ENDED DECEMBER 31, 1995 COMPARED WITH YEAR ENDED DECEMBER 
31, 1994

REVENUES

     Operating revenues increased by $43.3 million, or 19.2 
percent, compared with 1994.  Approximately $27.2 million, or 
62.8%, of the increase was attributable to acquisitions made 
during 1994 and 1995.  The following table presents a comparison 
of revenues by market group.

<TABLE>
<CAPTION>
                                              1995                            1994
                                                     Operating                       Operating
(In thousands)                 Revenues                Ratio          Revenues          Ratio
<S>                            <C>                     <C>           <C>                <C> 
Heavy Haul                     $174,683                91.9%         $151,447           92.6%
Secured Materials                91,502                92.1%           78,740           86.4%
Trism Transport                   6,786                98.5%                                    
Logistics                         4,254               101.1%
Eliminations and others          (8,781)                               (4,996)
                               --------               -----           -------          -----
                               $268,444                92.7%         $225,191           91.4%
                               ========               =====           =======          =====
                                                                             
</TABLE>

     HEAVY HAUL revenues grew by 15.3% in 1995 over 1994, with
approximately one-fourth of the growth related to the acquisition 
of Powell Trucking and the balance provided by increased 
shipments from its core customer base.  Revenue per total mile 
improved to $1.463 in 1995 from $1.455 in 1994, primarily due to 
a strong specialized freight demand in the first half of 1995.  
Direct operating costs per mile increased to $1.132 in 1995 from 
$1.120 in 1994, due to increased driver wages, company tractor 
ownership costs, satellite communication costs, offset by a 
reduction in independent contractor expense.  Indirect costs were 
$23.1 million in 1995 compared to $21.8 million in 1994.

     SECURED MATERIALS revenues grew by 16.2% in 1995 over 1994, 
with approximately three-fourths of the growth related to the 
acquisitions of Diablo Transportation and C. I. Whitten.  The 
balance of the increase was provided by TSMT, which encountered a 
dramatic change in its freight mix in 1995 from 1994 levels.


(% of Loaded Miles)             1995            1994        CHANGE
Munitions and explosives        32.4%           37.9%       (5.5%)
Hazardous materials             20.6%           14.5%        6.1%           
Radioactive materials            8.6%           14.8%       (6.2%)
Other special commodities        5.2%            4.4%         .8%           
Freight all kinds               33.2%           28.4%        4.8%
                                ----            ----        ----
                               100.0%          100.0%
<PAGE>
    The negative change in freight mix caused revenue per total
mile for Secured Materials to drop to $1.367 in 1995 from $1.435 
in 1994.  Direct operating costs declined to $1.045 in 1995 from 
$1.046 in 1994, primarily due to reduced reliance on high cost 
independent contractor units, lower insurance costs and 
communications expense.  Indirect costs were $14.2 million in 
1995 compared to $11.0 million in 1994.

     TRISM TRANSPORT  revenues relate to the acquisition of 
certain assets of Eastern Flatbed as of October 1, 1995. 
Transport's revenue per mile, average length of haul and cost 
structure is markedly different from Heavy Specialized and Trism 
Secured.  Revenue per mile for the last three months of 1995 were 
$1.075 with an average length of haul of 516 miles.  
Additionally, approximately 30% of its revenues were sub-
contracted to other trucking companies, including other Trism 
subsidiaries.  

     LOGISTIC revenues relate to the acquisition of Kavanagh and 
Associates in March, 1995.  Corporate eliminations increased in 
1995 as a result of improved freight sharing among the Trism 
operating subsidiaries.

EXPENSES

     The following table sets forth operating expenses as a 
percent of operating revenues and the related variance from 1995 
to 1994.

          
                                    YEAR ENDED DECEMBER 31,      INCREASE
                                       1995           1994      (DECREASE)
                                                                  
Salaries, wages and fringe benefits    36.9%          36.7%        0.2 %
Purchased transportation               14.6%          12.0%        2.6 %
Operating supplies and expenses        13.7%          14.8%       (1.1)% 
Operating taxes and licenses            9.3%           9.3%          
General supplies and expenses           5.5%           6.2%       (0.7)%
Claims and insurance                    3.3%           3.6%       (0.3)%
Depreciation                            6.7%           6.2%        0.5 %
Amortization of prepaid leases          0.6%           1.0%       (0.4)%
Communications and utilities            1.9%           1.8%        0.1 %
Gain on sale of equipment              (0.1)%         (0.6)%       0.5 %
Amortization of intangibles             0.3%           0.4%       (0.1)%
                                       ----           ----         ---
                                       92.7%          91.4%        1.3 %
                                       ====           ====         ===


     Salaries, wages and fringe benefits increased by $16.2 
million in 1995 compared with 1994.  Approximately $12.3 million 
of the increase was related to driver wages and related fringe 
benefits. Of this $12.3 million increase, $9.6 million was due to 
a 17.2% increase in 1995 total company driver miles over 1994.  
An increase in base driver pay of approximately 8.0% was 
partially offset by lower workers compensation and group health 
costs per driver, which improved due to successfully implementing 
innovative managed care and network medical provider programs in 
late 1994.  This increase relates to an increase in the number of 
non-driver employees related to the acquisition of Diablo, 
Powell, Kavanagh, Whitten and Eastern Flatbed, a one time charge 
of $.4 million relating to the Separation and Consulting 
Agreement between the Company and Michael L. Lawrence, former 
President, Chief Executive Officer and Director of the Company 
and general increase in business levels.
     
     Purchased transportation costs increased by $12.2 million in 
1995 over 1994.  This category includes the following expenditure 
types:

<TABLE>
<CAPTION>
                                           Percent of                       Percent of
(In thousands)                1995          Revenues          1994           Revenues
<S>                          <C>              <C>              <C>            <C>    
Independent contractors      $18,019          6.7%             $14,517        6.4%
Sub-contractor carriers       16,735          6.2%              10,875        4.7%
Tractor and trailer lease      4,561          1.7%               1,698         .8%
                              ------          ---               ------        ----
                             $39,315         14.6%             $27,090       12.0%
                              ======         ====               ======       ====
</TABLE>
<PAGE>
     Independent contractor capacity increased to an average of 
225 units in 1995 from 178 units in 1994, mostly related to 
acquired companies.  Sub-contractor carrier expense increased 
with revenues, which are primarily attributed to Kavanagh 
Logistics and Trism Transport.  The increase in lease expense 
results from financing new tractors and trailers with operating 
leases in 1995 due to the financial benefits of the method.

     For 1995, operating supplies and expenses decreased on a 
percentage of revenue basis by 1.1%.  This improvement was 
primarily attributable to the replacement of older tractors with 
new tractors, thereby decreasing maintenance and repair cost and 
improving fuel efficiency. 

     General supplies and expenses increased $.7 million in 1995 
over 1994, but on a percentage of revenue basis, these expenses 
decreased by .7%.  The increase in actual cost resulted from 
increases that fluctuate with volume such as driver motel costs 
and advertising costs.  Most other costs included in this 
category do not relate directly to volume and remained consistent 
with the prior year.

     Claims and insurance expense dropped to 3.3% of revenue in 
1995 from 3.6% in 1994.  This change resulted from lower 
insurance premiums, the effect of increased revenues from freight 
transported by sub-contractor carriers, for which the Company has 
little claim exposure, and an overall reduction in accidents per 
million miles.

     An increase in the number of tractors and trailers owned and 
operated by the Company principally accounted for the $4.1 
million increase in depreciation expense in 1995 over 1994.

     During 1994, the Company prepaid amounts due under various 
equipment operating leases and is amortizing the prepaid balance 
over the life of the leases which extend to 1997.  As leases 
expire, this cost will continue to decrease until the prepaid 
balance has been fully amortized.

     Interest expense increased $1.3 million during 1995 compared 
with 1994 due to an increase in the average debt balance, which 
was partially offset by a decrease in the average interest rate.  
The increase in the average debt balance resulted from the 
financing of revenue equipment purchases and use of the revolving 
line of credit facility.

     Overall, the Company's profitability was negatively impacted 
from growing its operations internally and through acquisitions 
during a difficult freight environment.  The transportation 
industry had too much capacity for the existing freight volumes 
and Trism was further impacted by a downturn in U.S. military and 
radioactive shipments.  Steps have been taken at Trism Secured to 
reduce its dependence on general commodity freight which will 
improve the composite revenue per total mile and operating 
income. 

CONTINGENCIES

     Under CERCLA and similar state laws, a transporter of 
hazardous substances may be liable for the costs of responding to 
the release or threatened release of hazardous substances from 
disposal sites if such transporter selected the site for 
disposal.  Because it is the Company's practice not to select the 
sites where hazardous substances and wastes will be disposed, the 

Company does not believe it will be subject to material liability 
under CERCLA and similar laws.  Although the Company has been 
identified as a "potentially responsible party" (PRP), solely 
because of its activities as a transporter of hazardous 
substances, at two sites, the Company does not believe it will be 
subject to material liabilities at such sites.

     The EPA has designated an area of several hundred square 
miles of Missouri as a potential Superfund site.  The Company's 
Joplin, Missouri terminal is within the boundaries of the area.  
However, the Company's property has not been designated as a PRP.  
The Company believes that it has no liability with respect to 
this site and that it would have strong defenses to any action 
for cost recovery, as neither it nor its predecessors created the 
conditions which are the cause of the environmental problems at 
the site.

     The Company is a party to certain legal proceedings 
incidental to its business, primarily involving claims for 
personal injury or property damage arising from the 
transportation of freight.  The Company does not believe that 
these legal proceedings, or any other claims or threatened claims 
of which it is aware, are likely to materially and adversely 
affect the Company's financial condition. With regard to personal 
injury, property damage, workers' compensation claims, and cargo 
claims, the Company is and has been covered by insurance as noted 
above.  Such matters may include claims for punitive damages.  It 
is an open question in some jurisdictions in which the Company 
does business as to whether or not punitive damages awards are 
covered by insurance.  

<PAGE>

     In addition to matters referred to above, the Company is a 
party to several additional lawsuits, none of which is believed 
to involve a significant risk of materially and adversely 
affecting the Company's financial condition.  The Company is a 
defendant in one additional litigation pending in the Circuit 
Court of Jefferson County, Alabama which is not noteworthy except 
for the plaintiff's excessive demand.  The case is captioned Roy 
A. Reese v. Trism Specialized Carriers, Inc. and Tri-State Motor 
Transit Company.       It arises from a lease, transfer and 
consulting agreement between the Company and plaintiff (Mr. Reese 
and his wholly owned corporation) dated August 24, 1992.  
Plaintiff alleges breach of contract, promissory fraud, 
conversion and conspiracy claims arising from the Company's 
termination of the contract.  He seeks compensatory and punitive 
damages.  The Company maintains that it properly terminated the 
contract because of misrepresentations and non-performance by 
plaintiff and his company, and has asserted certain 
counterclaims.  The case was tried in August 1996 and plaintiff 
was awarded $47,000 in rental fees admitted by TRISM to be due 
for the use of plaintiff's trailer equipment after cancellation 
of the original contract.  This portion of the plaintiff's claim 
was never contested by TRISM.  All other claims for damages were 
found in favor of the defendant (TRISM).  The case is currently 
on appeal by plaintiff.  The Company is vigorously contesting the 
appeal and believes it will prevail.


LIQUIDITY AND CAPITAL RESOURCES

OPERATING ACTIVITIES

     Net cash used in operating activities was $4.2 million in 
1996 compared to $24.7 million provided by operating activities 
in 1995.  The decrease in cash flow from operations relates 
primarily to a decline in net income, a decrease in accounts 
payable and an increase in accounts receivable.  The increase in 
accounts receivable relates to growth in revenues and an increase 
in the collection cycle of approximately eight days.

INVESTING ACTIVITIES

     Net cash used in investing activities was $15.7 million in 
1996 compared to $26.1 million in 1995.  The decrease primarily 
relates to increased proceeds from the sale of property and 
equipment of $5.4 million and lower purchases of property and 
equipment of $6.7 million.  The Company primarily utilized 
operating leases in 1996 to replace a portion of its tractor 
fleet.  The Company acquired certain assets, customer lists and a 
covenant not to compete from Hunt on August 30, 1996 for $5.2 
million, net and paid additional amounts in connection with the 
acquisition of the assets of EFB.  The Company acquired three 
companies in 1995 for $4.7 million.  These acquisitions were 
accounted for under the purchase method of accounting.

FINANCING ACTIVITIES

     Net cash provided by financing activities was $20.7 million 
in 1996 compared to $4.1 million used in financing activities in 
1995.  The increase in financing activities relates to borrowings 
under the Company's revolving credit facility of $15.4 million to 
meet working capital needs, borrowings of $8.0 million to acquire 
revenue equipment and $7.2 million of borrowing under a sale-
leaseback arrangement to acquire certain assets and equipment 
from Hunt.  These borrowings were offset by scheduled principal 
payments of $10.7 million.

     In December 1996, the Company increased the maximum amount 
of its revolving credit facility to $30 million.  The facility is 
to be reduced to $25 million by April 29, 1997 unless another 
lender commits to lend the Company $10 million in which case the 
maximum amount remains at $30 million.  Borrowings under the 
facility are secured by accounts receivable.  The arrangement 
also provides for the issuance of standby letters of credit which 
reduce the availability of cash advances under the Agreement.  At 
December 31, 1996, letters of credit of $5.1 million were 
outstanding.  The Company was not in compliance with certain 
covenants under the facility at December 31, 1996.  The covenants 
were waived and amended on March 10, 1997.  As of March 7, 1997, 
approximately $8.7 million was available under the facility.

CAPITAL REQUIREMENTS

     The Company estimates 1997 capital expenditures of 
approximately $25 million primarily related to the replacement of 
tractors and trailers.  The Company estimates proceeds from the 
sale of the replaced equipment to amount to approximately $4.0 
million.  The Company has financing commitments of approximately 
$9.0 million for these estimated expenditures.  The Company 
believes it will be able to obtain the balance of its financing 
needs during 1997.

<PAGE>

     The Company believes that it will be able to meet its on 
going capital requirements, scheduled principal payments and 
working capital needs from cash flow from operations, 
availability under its working capital line, proceeds from the 
sale of equipment and additional borrowing commitments.  The 
Company also has additional borrowing capacity supported by 
unencumbered tangible assets.

INFLATION AND FUEL COSTS

     Inflation can be expected to have an impact on the Company's 
earnings; however, the effect of inflation has been minimal over 
the past three years. An extended period of inflation or increase 
in fuel costs would adversely affect the Company's results of 
operations without a corresponding freight rate increase from 
customers.

ACCOUNTING PRONOUNCEMENTS

     In February 1997, the Financial Accounting Standards Board 
("FASB") issued SFAS No. 128, Earnings per Share, which the 
Company is required to adopt in 1997.  SFAS No. 128 specifies the 
computation, presentation and disclosure requirements for 
earnings per share in order to be substantially similar to 
International Accounting Standards.  The adoption of SFAS No. 128 
is not expected to have a material impact on the Company's 
earnings per share or other per share disclosures.

     Also in February 1997, the FASB issued SFAS No. 129, 
Disclosure of Information About Capital Structure, which the 
Company is required to adopt in 1997.  SFAS No. 129 requires more 
detailed disclosures about an entity's capital structure.  As 
such, SFAS No. 129 is a disclosure requirement only and will not 
have an impact on the Company's financial position, annual 
operating results or cash flows.

<PAGE>

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<TABLE>
<CAPTION>
                          TRISM, INC.
                    CONSOLIDATED BALANCE SHEETS

                                             December 31,
                                     1996                      1995
<S>                                  <C>                       <C>
ASSETS                                                       

Current assets:
  Cash and cash equivalents           $ 1,467,535                $  642,312  
  Restricted and insurance deposits     1,187,629                 1,119,971           
  Accounts receivable, net of allowance
   for doubtful accounts of $2,396,621
   and $1,584,386 for 1996 and 1995,
   respectively                        57,502,840                44,830,006           
  Materials and supplies                2,449,697                 2,307,288           
  Prepaid expenses                     18,711,185                16,282,169           
  Current portion of deferred
    income taxes                        5,139,469                 3,421,285
                                      -----------               -----------
     Total current assets              86,458,355                68,603,031
                                                       
Property and equipment, net           123,052,330               129,529,276           
Other assets                           22,986,039                20,638,634
                                      -----------               -----------
     Total assets                    $232,496,724              $218,770,941
                                      ===========               ===========
                                                       
                                                       
LIABILITIES AND COMMON STOCKHOLDERS' EQUITY                                                       
                                                       
Current liabilities:                                                       
  Accounts payable                   $ 10,790,628              $ 14,014,776           
  Checks issued in excess of
     bank balance                       4,567,125                 5,521,000
  Claims and insurance accruals         6,011,935                 5,808,006           
  Accrued expenses                      6,551,439                 6,008,141           
  Note Payable to J.B. Hunt             2,500,000                                 
  Current maturities of long-
     term debt                         11,845,207                 9,229,889
                                       ----------                ----------
     Total current liabilities         42,266,334                40,581,812           
                                                       
Long-term debt, less current
   maturities                         148,877,515               128,417,609
Claims, insurance accruals and other    6,442,728                 6,316,772           
Deferred income taxes                   6,160,111                 8,347,997
                                      -----------               -----------
     Total liabilities                203,746,688               183,664,190
                                      -----------               -----------
                                                       
                                                       
Common stockholders' equity:                                                       
  Common stock; $.01 par; 10,000,000
   shares authorized; issued 5,903,337
   and 5,899,137 shares in 1996 and
   1995, respectively                      59,034                    58,992   
  Additional paid-in capital           37,327,293                37,086,039           
  Loans to stockholders                  (367,750)                 (367,750)           
  Accumulated deficit                  (6,719,541)                 (121,530)           
  Treasury stock, at cost,
    166,000 shares in 1996 and 1995    (1,549,000)               (1,549,000)
                                        ---------                 ---------
     Total stockholders' equity        28,750,036                35,106,751
                                       ----------                ----------
     Total liabilities and
       stockholders' equity          $232,496,724              $218,770,941

See accompanying notes to consolidated financial statements.

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                      TRISM, INC.
               CONSOLIDATED STATEMENTS OF OPERATIONS
                      

                                                         Year ended December 31,
                                             1996                  1995              1994
<S>                                          <C>                   <C>               <C>
Revenues                                     $310,033,456          $268,443,541      $225,190,742           
Operating expenses:                                                                             
  Salaries, wages and fringe benefits         113,902,545            98,934,917        82,771,414           
  Purchased transportation                     57,380,626            39,314,819        27,089,526           
  Operating supplies and expenses              46,469,357            36,783,984        33,225,114           
  Operating taxes and licenses                 28,785,062            24,850,181        20,904,249           
  General supplies and expenses                18,075,129            14,653,231        13,996,139           
  Claims and insurance                          9,962,349             8,937,100         8,061,367           
  Depreciation                                 18,769,929            18,062,145        13,963,501           
  Amortization of prepaid leases                  651,834             1,607,683         2,258,000           
  Communications and utilities                  5,857,291             5,115,292         3,977,550           
  Loss (gain) on sale of equipment                236,851              (191,459)       (1,282,657)
  Amortization of intangibles                     797,782               783,018           825,889           
  Write off of goodwill                         4,062,301                           
                                              -----------           -----------       -----------
     Total operating expenses                 304,951,056           248,850,911       205,790,092           
                                                                             
Operating income                                5,082,400            19,592,630        19,400,650           
                                                                             
Interest expense                               14,503,826            14,063,537        12,738,077           
Other expense, net                                476,585                15,991            19,748
                                              -----------            ----------       -----------
Income (loss) before income
   taxes and  extraordinary items              (9,898,011)            5,513,102         6,642,825           
Income tax expense (benefit)                   (3,300,000)            1,639,000         1,862,614
                                              -----------            ----------       -----------
Income (loss) before
  extraordinary items                          (6,598,011)            3,874,102         4,780,211
Extraordinary items,                                                                      230,511
  loss on extinguishment of debt, net of tax  -----------            ----------       -----------                                   
     Net income (loss)                       $ (6,598,011)          $ 3,874,102      $  4,549,700           
Earnings (loss) per common share:                                                                             
  Income (loss) before extraordinary items   $      (1.15)          $       .67      $         .82           
  Extraordinary items                                                                         (.04)
                                              -----------             ---------       ------------  
  Earnings (loss) per common share           $      (1.15)          $       .67      $         .78
                                              ===========             =========       ============    
Weighted average number of shares used in
   computation of earnings (loss) per common
   share                                        5,735,175             5,758,733          5,846,052
                                               ==========             =========       ============


See the accompanying notes to the consolidated financial statements.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                    TRISM, INC.
                            CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                          Year ended December 31,           
                                                    1996                 1995                  1994
<S>                                                 <C>                  <C>                   <C>
Cash flows from operating activities:                                                                  
Net income (loss)                                  $ (6,598,011)         $  3,874,102          $  4,549,700
Adjustments to reconcile net income to net cash 
  provided by operating activities:                                                                  
  Extraordinary loss                                                                                230,511           
  Depreciation                                       18,769,929            18,062,145            13,963,501           
  Amortization of prepaid operating leases              651,834             1,607,683             2,258,000           
  Amortization of intangibles and goodwill            1,454,066             1,390,337             1,397,328           
  Write off of goodwill                               4,062,301                                     
  Accretion of discount on subordinated notes                                                        31,433           
  Loss (Gain) on sale of assets                         236,851              (191,459)           (1,282,657)
  Deferred  income taxes                             (3,913,607)            2,171,393             1,793,548           
  Provision for uncollectible receivables             1,573,500               307,123               874,300           
  Changes in assets and liabilities:                                                                  
    Accounts receivable                             (14,746,334)           (9,157,108)           (3,357,507)
    Accounts payable                                 (3,224,148)            4,310,096            (2,892,320)
    Claims and insurance accruals                       315,436            (1,197,197)              879,502           
    Prepaid operating leases                                                                     (6,236,320)
    Other                                            (2,605,554)           (2,044,542)           (1,791,070)
                                                   ------------           -----------           -----------
      Net cash provided by (used in)
         operating activities                        (4,023,737)           19,132,573            10,417,949
                                                   ------------           -----------           -----------
Cash flows from investing activities:                                            
  Refund of restricted deposits                         246,568             2,512,922             1,587,592           
  Proceeds from sale of property and equipment        8,057,215             1,260,700             6,304,878           
  Proceeds from sale of property held for sale                                290,573               188,372           
  Purchases of property and equipment               (15,526,035)          (25,431,128)          (66,659,116)
  Payment for purchase of companies, net of
    cash acquired                                    (7,053,104)           (4,705,336)           (5,067,315)
                                                  -------------           -----------           -----------
    Net cash used in investing activities           (14,275,356)          (26,072,269)          (63,645,589)
                                                  -------------           -----------           -----------
Cash flows from financing activities:                                                                  
  Retirement of redeemable preferred stock                                                       (2,780,000)
  Issuance of common stock, stock options
    and warrants                                        241,296                                  22,340,031
  Purchase of treasury stock                                                 (996,250)             (235,000)
  Sale of treasury stock                                                       22,500                                 
  Net repayment of accounts receivable financing                                                 (6,893,920)
  Net proceeds under revolving credit agreement      15,369,244             6,144,178                                 
  Proceeds (repayment) of bank overdrafts              (953,875)            5,521,000                                 
  Proceeds from issuance of long-term debt           15,247,123             9,565,307            34,531,021           
  Repayment of long-term debt                        (9,413,385)          (17,010,829)          (12,347,543)
  Repayment of capitalized lease obligations         (1,306,397)           (1,841,361)           (5,530,338)
  Preferred stock dividend payments                                                                (877,862)
  Other                                                 (59,690)                               
                                                  -------------           -----------           -----------
    Net cash (used in) provided by financing
      activities                                     19,124,316             1,404,545            28,206,389
                                                  -------------           -----------           -----------
(Decrease) increase  in cash and cash equivalents       825,223            (5,535,151)          (25,021,251)
Cash and cash equivalents, beginning of year            642,312             6,177,463            31,198,714
                                                  -------------           -----------           -----------
Cash and cash equivalents, end of year             $  1,467,335            $  642,312          $  6,177,463
                                                  =============           ===========           ===========
Supplemental cash flow information:                                                                  
  Cash paid during the year for:                                                                  
    Interest (net of $444,392 and $25,608
      capitalized in 1996 and 1995; none
      capitalized in 1994)                         $ 14,480,090           $14,049,583          $ 12,564,264
                                                  =============           ===========           ===========
    Income taxes                                   $    100,625           $   236,667          $     77,509           
                                                  =============           ===========           ===========      

See accompanying notes to the consolidated financial statements.
</TABLE>
<PAGE>
                               TRISM, INC.
       CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS' EQUITY
<TABLE>                                                 
<CAPTION>
                                                 Additional                                                        Total Common
                                Common          Paid-In             Loans to        Accumulated      Treasury      Stockholders'
                                 Stock          Capital           Stockholders        Deficit         Stock         Equity
                                 <C>            <C>               <C>                 <C>             <C>          <C>
Balance, December 31,  1993     $ 39,781        $ 14,765,219      $ (708,000)          $(8,545,332)   $             $ 5,551,668
                                                                                                                  
Issuance of 1,800,000
shares of common stock            18,000          21,705,776                                                         21,723,776
                                                                                                                        
Exercise of 52,653 stock
  options                            527              87,228                                                             87,755
                                                                                                                              
Exercise of 68,400 warrants          684             527,816                                                            528,500
                                                                                                                                    
Company purchase of 20,000
     shares                                                                                             (235,000)      (235,000)
                                                                                                                                    
Net income                                                                               4,549,700                    4,549,700
                                 -------          ----------      ----------            ----------       -------      ---------
                                                                                                                                    
Balance, December 31, 1994        58,992          37,086,039        (708,000)           (3,995,632)     (235,000)    32,206,399
                                                                                                                                    
Company purchase of 148,500
     shares                                                                                           (1,336,500)    (1,336,500)

Repayment of loan to stockholder                                     340,250                                            340,250
                                                                                                                                    
Company sale of 2,500 shares                                                                              22,500         22,500
              
Net income                                                                               3,874,102                    3,874,102

                                 -------          ----------      ----------            ----------       -------      ---------
                                                                                                                                    
Balance, December 31, 1995        58,992          37,086,039        (367,750)             (121,530)   (1,549,000)    35,106,751

Exercise of 4,200 warrants           42               27,958                                                             28,000 
                                                                                                                                    
Warrants issued                                      213,296                                                            213,296
                                                                                                                                    
Net loss                                                                                (6,598,011)                  (6,598,011)
                                 -------          ----------      ----------            ----------     ---------     ----------
                                                                                                                                    
Balance, December 31, 1996       $59,034         $37,327,293       $(367,750)          $(6,719,541)  $(1,549,000)   $28,750,036
                                 =======          ==========      ==========            ==========     =========     ==========
                See accompanying notes to the consolidated financial statements.
</TABLE>
<PAGE>

                      TRISM, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     NATURE OF OPERATIONS

     TRISM, Inc. was incorporated in Delaware and specializes in 
transporting heavy machinery and equipment, hazardous waste, 
explosives and radioactive materials.  TRISM, INC conducts its 
business through operating subsidiaries.  The principal 
subsidiaries are Trism Specialized Carriers, Inc. (TSC), Tri-
State Motor Transit Co. (TSMT), and Trism Transport Services, 
Inc. (TTSI).  TSC transports oversized loads, including heavy 
machinery and large equipment used in the agricultural, 
construction, energy, manufacturing and aerospace industries.  
TSMT transports explosives, hazardous waste and radioactive 
materials for customers such as the United States government, and 
the mining, road building, chemical processing and utility 
industries.  TTSI transports building materials, lumber, steel 
and metal products for customers such as Georgia Pacific.

     PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements include the accounts 
of TRISM, Inc. and its wholly-owned subsidiaries (the Company).  
All significant intercompany accounts and transactions have been 
eliminated.

     REVENUE RECOGNITION

     Freight revenues and related direct costs are recognized 
when freight is picked up for shipment.  This method of revenue 
recognition approximates the method deemed preferable by the 
Financial Accounting Standards Board Emerging Issues Task Force 
whereby revenues are allocated between reporting periods based on 
relative transit time in each reporting period with expenses 
recognized as incurred.  This difference in revenue recognition 
methods does not have a material effect on the Company's 
financial position, results of operations or liquidity.

     DEDUCTIBLES AND SELF-INSURANCE CLAIMS RESERVES

     Claims and insurance accruals, both current and long-term, 
reflect the estimated cost of claims for cargo loss and damage, 
bodily injury and property damage, workers' compensation and 
employee health and welfare program claims not covered by 
insurance. The liability for self-insurance is accrued based on 
claims incurred and on estimates of both unasserted and unsettled 
claims which are assessed based on management's evaluation of the 
nature and severity of individual claims and on the Company's 
past claims experience.

     INCOME TAXES

     The annual change in the Company's deferred tax assets and 
liabilities represents deferred tax expense or benefit.  Income 
tax expense or benefit is equal to the current liability or 
refund for income taxes and a provision or benefit for deferred 
income taxes. Deferred tax assets and liabilities record the 
anticipated future tax effects attributable to temporary 
differences between the financial statement carrying amounts of 
existing assets and liabilities and their respective tax basis.  
Deferred tax assets and liabilities are measured using the 
enacted tax rates and laws that will be in effect when the 
differences are expected to reverse.

     PROPERTY, EQUIPMENT AND DEPRECIATION

     Property and equipment are stated at cost. Depreciation is 
generally calculated on a straight-line basis over the following 
estimated useful lives:

                                      Years

Structures and improvements          18-20
Revenue equipment                     4-10
Service cars and equipment               3
Furniture, fixtures and equipment     5-10

<PAGE>

     The cost of assets sold or retired and the related 
accumulated depreciation are removed from the accounts at the 
time of disposition, and any resulting gain or loss is reflected 
in operations. Maintenance, repairs and minor replacements are 
charged to operations as incurred; major replacements and 
betterments are capitalized.

     TIRES IN SERVICE

     The cost of new and replacement tires is capitalized and 
included in prepaid assets and amortized on a straight-line basis 
over the estimated useful life of the tires.

     AMORTIZATION OF EXCESS COST OVER FAIR VALUE OF NET ASSETS 
     ACQUIRED AND OTHER INTANGIBLE ASSETS

     The excess cost over fair value of net assets acquired 
(goodwill) is amortized on a straight-line basis over 13 to 40 
years.  Other intangible assets are recorded at cost and are 
being amortized on a straight-line basis over 2 to 30 years.

     The Company continually evaluates the propriety of the 
carrying amount of goodwill and other intangible assets as well 
as the amortization periods to determine whether current events 
and circumstances warrant adjustments to the carrying value 
and/or revised estimates of useful lives. The recoverability of 
goodwill is evaluated at the operating unit level by an analysis 
of operating results and consideration of other significant 
events or changes in the business environment.  If an operating 
unit has current operating losses and based upon projections 
there is a likelihood that such operating losses will continue, 
the Company will evaluate whether impairment exists on the basis 
of undiscounted expected future cash flows from operations before 
interest for the remaining amortization period.  If impairment 
exists, the carrying amount of the goodwill is reduced by the 
estimated shortfall of cash flows.

     In 1996, the Company wrote off the unamortized portion of 
goodwill associated with the acquisition of TTSI in the amount of 
$4.1 million due to a deemed permanent impairment as a result of 
a shutdown of a portion of the business, lower than expected 
operating results and combination with TSC.  At this time, the 
Company believes that no significant other impairment of goodwill 
or other intangible assets has occurred and that no reduction of 
the estimated useful lives is warranted.

     FINANCING FEES

     The unamortized portion of financing fees is included in 
other assets.  Such amounts are amortized over the term of the 
loan on a straight-line basis.

     CASH AND CASH EQUIVALENTS

     For purposes of disclosure in the consolidated balance 
sheets and consolidated statements of cash flows, all highly 
liquid investments that have original maturities of less than 90 
days are considered cash equivalents, excluding restricted and 
insurance deposits.   Cash equivalents are stated at cost, which 
approximates market value.

     RESTRICTED AND INSURANCE DEPOSITS

     The Company provides various cash and cash equivalents 
deposits as collateral for self-insurance claims, insurance 
premiums, equipment leases and letters of credit.

     EARNINGS (LOSS) PER COMMON SHARE

     Earnings (loss) per common share are computed by dividing 
net income by the weighted average number of common shares and 
common share equivalents outstanding during each period 
presented. 

     RECLASSIFICATIONS

     Certain prior year data has been reclassified to conform to 
the current year presentation.  These reclassifications had no 
effect on previously reported net income, stockholders' equity or 
net cash flows.


     USE OF ESTIMATES

     The preparation of financial statements in conformity with 
generally accepted accounting principles requires management to 
make estimates and assumptions that affect the reported amounts 
of assets and liabilities and disclosures of contingent assets 
and liabilities at the dates of the financial statements and the 
reported amounts of revenues and expenses during the reporting 
periods.  Actual results could differ from those estimates.

<PAGE>

     ACCOUNTING PRONOUNCEMENTS

     In February 1997, the Financial Accounting Standards Board 
("FASB") issued SFAS No. 128, Earnings per Share, which the 
Company is required to adopt in 1997.  SFAS No. 128 specifies the 
computation, presentation and disclosure requirements for 
earnings per share in order to be substantially similar to 
International Accounting Standards.  The adoption of SFAS No. 128 
is not expected to have a material impact on the Company's 
earnings per share or other per share disclosures.

     Also in February 1997, the FASB issued SFAS No. 129, 
Disclosure of Information About Capital Structure, which the 
Company is required to adopt in 1997.  SFAS No. 129 requires more 
detailed disclosures about an entity's capital structure.  As 
such, SFAS No. 129 is a disclosure requirement only and will not 
have an impact on the Company's financial position, annual 
operating results or cash flows.

2.     MERGERS AND ACQUISITIONS

     In August 1996, the Company acquired the business and 
certain assets of the Special Commodities division of J.B. Hunt 
Transport, Inc. ("Hunt") for $7.4 million.  The acquisition price 
included payment for certain customer lists, goodwill, a covenant 
not to compete and approximately 250 trailers.  The Company 
financed the acquisition price with $4.9 million of equipment 
debt and a $2.5 million note payable to Hunt.  The Company also 
granted options to Hunt for the purchase of 300,000 shares of 
TRISM, Inc. stock at $6.50 per share, with a term of five years.  
The options are not transferable by Hunt and are immediately 
exercisable.  The following proforma disclosures are presented 
for comparability purposes to reflect the Company's estimated 
operating results and per share data as if the acquisition of 
Hunt had occurred on January 1, 1996 and 1995, respectively.

                               1996              1995 
                            (Unaudited)       (Unaudited)  
Revenues                    $ 337,733,456     $  313,598,541 
Net Income (loss)              (7,198,011)         5,033,102 
Earnings (loss) per common share    (1.26)               .87 

     In March 1995, the Company acquired Kavanagh and Associates, 
Inc., a logistics firm, for $350,000 cash, which includes 
goodwill of $383,000.  In August 1995, the Company acquired the 
assets of C.I. Whitten Transfer Co., a truckload carrier of 
explosives and munitions, for $2,965,323 cash, which includes 
goodwill of $104,000.  In October 1995, the Company acquired 
certain assets of Eastern Flatbed Services, Inc., a truckload 
carrier of flatbed freight an initial purchase price of 
$1,428,254 plus contingent consideration which was to have been 
determined based on future earnings.  Total payments to date, 
including the original purchase price, have been $4,239,827.  
Management accounted for this as a purchase and recorded 
goodwill of $4,167,587.

     These acquisitions have been accounted for using the 
purchase method of accounting.  Accordingly, the purchase price 
was allocated to the assets acquired and liabilities assumed 
based upon their estimated fair values at the dates of 
acquisition.  The results of operations of the acquired companies 
are included in the combined financial statements from the 
respective dates of acquisition.

3.     PREPAID EXPENSES

     Prepaid expenses at December 31, consist of the following:

                                      1996             1995
                                            
Insurance, taxes, 
   licenses and other              $ 7,650,207      $ 6,476,037
Tires in service                    11,060,978        9,806,132
                                   ___________      ___________
                                   $18,711,185      $16,282,169
                                   ===========      ===========
<PAGE>

4.     PROPERTY AND EQUIPMENT, NET 

     Property and equipment, net at December 31, was as follows:

                                      1996                    1995
Land                            $   11,078,844          $   10,134,174
Structures and improvements         13,773,932               9,264,991
Revenue equipment                  133,028,385             137,003,025
Other equipment                     18,675,521              16,882,949
                                 -------------             -----------
                                   176,556,682             173,285,139
Less accumulated depreciation       53,504,352              43,755,863
                                 -------------             -----------
                                  $123,052,330            $129,529,276
                                 =============             ===========

     A portion of property and equipment is pledged as collateral as
described in Note 8.

     Effective for periods beginning October 1, 1994, the Company 
changed the service lives and salvage values for certain revenue 
equipment acquired during the period of October 1, 1993 through 
September 30, 1994.  These changes in estimates were made to more 
accurately reflect future service lives and salvage values of the 
equipment and increased 1994 net income by approximately $205,000 
or $.04 per common share.


5.     CAPITAL AND OTHER LEASES

     A portion of the revenue and other equipment is financed 
through long-term noncancellable leases. Assets under capital 
leases at December 31, consist of the following:

                                      1996                   1995
                                            
Revenue equipment                $32,485,573              $4,569,195
Other equipment                    2,039,648               1,863,640
                                  ----------               ---------
                                  34,525,221               6,432,835
Less accumulated amortization     13,154,425               2,565,405
                                  ----------               ---------
                                 $21,370,796              $3,867,430
                                  ==========               =========

     Minimum annual lease commitments are as follows:
                                  Capital                   Operating
                                  Lease                      Lease
                                 
1997                             $  6,783,356            $ 14,820,337
1998                                9,886,090              14,098,076
1999                                2,237,376               9,325,099
2000                                4,402,034               2,755,639
2001                                   37,951                 125,000
Subsequent to 2001                     73,825
                                  -----------              ----------
Total minimum lease payments       23,420,632            $ 41,124,151
Less amount representing interest   2,792,094              ==========        
                                  -----------
Present value of net minimum
   lease payments               $  20,628,538
                                 ============


     Rental expense for all operating leases was $15,215,177, 
$6,648,547 and $3,700,084 for  the years ended December 31, 1996, 
1995 and 1994, respectively.  Additionally, in 1994, the Company 
prepaid $6,236,320 of operating leases.  These leases are being 
amortized over the life of the original lease agreements.  
Amortization was $651,834, $1,607,683 and $2,258,000 for the 
years ended December 31, 1996, 1995 and 1994, respectively.

6.     OTHER ASSETS

     Other assets at December 31 are summarized as follows:
                                            1996                      1995

Goodwill and other intangible assets    $24,112,186              $18,224,230
Financing fees                            4,188,829                4,129,139
Notes receivable and other                1,435,875                3,691,885
                                         ----------               ----------
                                         29,736,890               26,045,254
Less accumulated amortization             6,750,851                5,406,620
                                         ----------               ----------
                                        $22,986,039              $20,638,634
                                        ===========               ==========
7.     ACCRUED EXPENSES

     Accrued expenses at December 31 were as follows:
                                            1996                      1995
                                            
Payroll and amounts due contractors      $3,805,973               $4,229,587
Taxes other than income                   1,744,550                1,140,658
Interest                                    499,808                  476,072
Other                                       501,108                  161,824
                                         ----------               ----------
                                         $6,551,439               $6,008,141
                                         ==========               ==========

8.     LONG-TERM DEBT

     Long-term debt outstanding at December 31 was as follows:
                                            1996                   1995
                                            
Senior subordinated notes
   maturing in 2000, with interest
   at 10 3/4%                            $  95,730,000         $  95,730,000
Revolving credit facility maturing
   in 1998, with interest at the
   lower of prime plus 1/2% or the
   LIBOR rate plus 2%                       21,513,423             6,144,178
Capital lease obligations collateralized
   by equipment maturing  through 2002,
   with interest rates ranging from 6.24%
   to 10.40%                                20,628,538             3,486,246
                                           -----------            ----------
Obligations collateralized by equipment
  maturing through 2000 with interest
  rates ranging from 7.1% to 11.25%         22,850,761            32,287,074
                                           -----------            ----------
          Total                            160,722,722           137,647,498
Less current maturities                     11,845,207             9,229,889
                                           -----------            ----------
Long-term debt                            $148,877,515          $128,417,609
                                           ===========            ==========


     Senior Subordinated Notes

     On December 23, 1993, the Company completed a public 
offering of $100 million principal amount of its 10 3/4% Senior 
Subordinated Notes due December 15, 2000 (the Notes).  Interest 
is payable on June 15 and December 15 of each year, commencing on 
June 15, 1994.  The Notes are redeemable at the option of the 
Company, in whole or in part, on or after December 15, 1998, at a 
redemption price of 105% through December 15, 1999 and 102 1/2% 
thereafter.  

     The Notes are subordinated in right of payment to all 
existing and future senior indebtedness of the Company.  The 
indenture contains covenants that, subject to certain exceptions 
and qualifications, limit the ability of the Company and its 
subsidiaries to incur indebtedness, pay dividends, engage in 
transactions with stockholders and affiliates, issue preferred 
stock of its subsidiaries, create liens, sell assets, engage in 
mergers or consolidations; and limit the ability of the 
subsidiaries to guarantee indebtedness of the Company.  
Furthermore, the indenture contains change of control provisions 
which may require the Company to repurchase the Notes at an 
amount equal to 101% plus accrued and unpaid interest to the date 
of the repurchase.

     During 1995 and 1994, the Company purchased $4.3 million of 
the Notes at approximately face value.

     REVOLVING CREDIT FACILITY

          The Company's revolving credit facility (Agreement) 
provides for borrowings of up to $30 million.  The facility is to 
be reduced to $25 million by April 29, 1997 unless another lender 
commits to lend the Company $10 million in which case the maximum 
amount remains at $30 million. Borrowings outstanding under the 
Agreement are secured by accounts receivable.  The Agreement 
includes various covenants which limit the Company's ability to 
incur indebtedness, pay dividends, prepay indebtedness and 
consolidate or merge with another entity.  The Company is also 
required to maintain certain financial ratios as defined in the 
Agreement.  At December 31, 1996, the Company was not in 
compliance with certain of these financial covenants; however, 
the Company obtained a waiver on these covenants through December 
31, 1996 and amended such covenants on March 19/, 1997.  
Additionally, the Agreement requires an increase in the interest 
rate of 1/4% if a net loss was incurred in 1996, effective January 
1, 1997.  The weighted average interest rate was 8.5% in 1996.

     The Agreement also provides for the issuance of standby 
letters of credit.  The outstanding letters of credit reduce the 
availability of cash advances under the Agreement.  At December 
31, 1996, $5,122,127 of letters of credit were outstanding.

     Substantially all of the long-term debt, other than the 
Notes and the Revolving Credit Facility, are fully collateralized 
by equipment.


     Aggregate long-term debt scheduled maturities are as 
follows:

     1997                  $   11,845,207
     1998                      38,843,589
     1999                       5,753,450
     2000                     103,283,660
     2001                         926,613
     Subsequent to 2001            70,203
                            -------------
                            $ 160,722,722
                            ============= 

9.     CONTINGENCIES

     Under CERCLA and similar state laws, a transporter of 
hazardous substances may be liable for the costs of responding to 
the release or threatened release of hazardous substances from 
disposal sites if such transporter selected the site for 
disposal.  Because it is the Company's practice not to select the 
sites where hazardous substances and wastes will be disposed, the 
Company does not believe it will be subject to material liability 
under CERCLA and similar laws.  Although the Company has been 
identified as a "potentially responsible party" (PRP), solely 
because of its activities as a transporter of hazardous 
substances, at two sites, the Company does not believe it will be 
subject to material liabilities at such sites.

     The EPA has designated an area of several hundred square 
miles of Missouri as a potential Superfund site.  The Company's 
Joplin, Missouri terminal is within the boundaries of the area, 
however, the Company has not been designated as a PRP.  The 
Company believes that it has no liability with respect to this 
site and that it would have strong defenses to any action for 
cost recovery, as neither it nor its predecessors created the 
conditions which are the cause of the environmental problems at 
the site.

     The Company is a party to certain legal proceedings 
incidental to its business, primarily involving claims for 
personal injury or property damage arising from the 
transportation of freight.  The Company does not believe that any 
claims or threatened claims of which it is aware, are likely to 
materially and adversely affect the Company's financial 
condition.  With regard to personal injury, property damage, 
workers' compensation claims, and cargo claims, the Company is 
and has been covered by insurance as noted above.  Such matters 
may include claims for punitive damages.  It is an open question 
in some jurisdictions in which the Company does business as to 
whether or not punitive damages awards are covered by insurance.  

     In addition to matters referred to above, the Company is a 
party to several additional lawsuits, none of which is believed 
to involve a significant risk of materially and adversely 
affecting the Company's financial condition.  

<PAGE>

     The Company is a defendant in one additional litigation 
pending in the Circuit Court of Jefferson County, Alabama which 
is not noteworthy except for the plaintiff's excessive demand.  
The case is captioned Roy A. Reese v. Trism Specialized Carriers, 
Inc. and Tri-State Motor Transit Company.       It arises from a 
lease, transfer and consulting agreement between the Company and 
plaintiff (Mr. Reese and his wholly owned corporation) dated 
August 24, 1992.  Plaintiff alleges breach of contract, 
promissory fraud, conversion and conspiracy claims arising from 
the Company's termination of the contract.  He seeks compensatory 
and punitive damages.  The Company maintains that it properly 
terminated the contract because of misrepresentations and non-
performance by plaintiff and his company, and has asserted 
certain counterclaims.  The case was tried in August 1996 and 
plaintiff was awarded $47,000 in rental fees admitted by TRISM to 
be due for the use of plaintiff's trailer equipment after 
cancellation of the original contract.  This portion of the 
plaintiff's claim was never contested by TRISM.  All other claims 
for damages were found in favor of the defendant (TRISM).  The 
case is currently on appeal by plaintiff.  The Company is vigorously 
contesting the appeal and believes it will prevail.


10.     INCOME TAXES

     Income tax (benefit) expense was as follows:


                                 1996            1995            1994  
Current
  Federal                      $ 514,260        $ (532,393)     $ 
  State                           99,347                          69,066
                              ----------         ---------     ---------
                                 613,607          (532,393)       69,066
                              ----------         ---------     ---------

Deferred
  Federal                     (3,524,379)        1,923,484     1,617,308
  State                         (389,228)          247,909       176,240
                              ----------         ---------     ---------
                              (3,913,607)        2,171,393     1,793,548
                              ----------         ---------     ---------

  Expense (benefit)
    for income taxes        $ (3,300,000)      $ 1,639,000    $1,862,614
                              ==========         =========     =========


     A reconciliation of the federal statutory income tax rate to the effective
tax rate was as follows:

                                 1996            1995            1994  

                                                                             
Federal statutory income
  tax rate of 34%           $(3,365,324)        $ 1,874,455   $2,258,561
Reduction to valuation
  allowance                                      (1,051,328)    (413,681)
Exercise of stock options                                       (249,545)
Nondeductible travel and
  entertainment expenses        137,642             104,801      139,554
Fines and penalties
  (abatement)                    49,632              45,807     (151,548)
Amortization                     92,590              82,160      104,320
Prior-year tax deficiencies                         419,485       13,050 
State income taxes and other,
  net of federal tax benefit   (214,540)            163,620      161,903
                              ----------         ----------    ---------
Tax (benefit) expense       $(3,300,000)        $ 1,639,000   $1,862,614
                              ==========         ==========    =========

     Significant components of the Company's deferred tax assets and
liabilities were as follows:

                                             1996                   1995     
Deferred tax assets:                                                       
Net operating loss and tax
   credit carryforwards                 $13,160,978              $13,740,500
Accrued expenses and reserves             7,747,012                5,873,001
Purchase accounting                          49,003                   49,003
                                         ----------               ----------
Total gross deferred tax assets          20,956,993               19,662,504 
Less valuation allowance                 (1,069,464)              (1,069,464)
                                         ----------               ----------
Net deferred tax assets                  19,887,529               18,593,040
                                         ----------               ----------
                                                       
Deferred tax liabilities:                                                       
Depreciation and capital leases          20,758,163               23,372,254
Prepaid expenses                            150,008                  147,498
                                         ----------               ----------
Total gross deferred tax liabilities     20,908,171               23,519,752   
                                         ----------               ----------
                                                       
Net deferred tax liabilities           $  1,020,642             $  4,926,712
                                         ==========               ==========

<PAGE>
     At December 31, 1996, the Company had consolidated regular 
tax net operating loss carryforwards for federal income tax 
purposes of approximately $34,000,000 which expire from 2005 to 
2010 if not used.  As a result of the public offering of common 
stock in February 1994 (as further described in Note 13), 
together with other common stock transactions, an "ownership 
change" for federal income tax purposes occurred.  Consequently, 
a portion of the tax loss carryforwards (approximately 
$9,000,000) available to offset future taxable income will be 
subject to limitation.

     The Company has investment tax credit carryforwards of 
approximately $523,000 which expire from 1997 to 2001.  The 
Company also has alternative minimum tax credits of approximately 
$132,000  which can be utilized against regular taxes in the 
future.

11.     COMMON STOCK TRANSACTIONS

     In October 1996, the Company issued 4,200 shares of common 
stock at $6.67 per share upon the exercise of warrants.

     In March 1995, the Company repurchased, from its former 
President and Chief Executive Officer, 148,500 shares of common 
stock at $9.00 per share.  His proceeds were reduced by $340,250, 
the amount of an outstanding promissory note between him and the 
Company.

     In February 1994, the Company completed a public stock 
offering of 1,800,000 shares of common stock obtaining net 
proceeds of $21,723,776. Also in 1994, 52,653 options and 68,400 
warrants were exercised obtaining net proceeds of $87,755 and 
$528,500, respectively.

     In January 1994, the Company's Board of Directors approved a 
three for one stock split of the Company's common stock. The 
financial statements have been retroactively adjusted to reflect 
this transaction.

12.     STOCK OPTIONS

     The Company's stock option plans provide for the grant to 
officers, other key employees and non-employee directors of 
725,000 non-qualified options to purchase common stock. The Board 
of Directors designates the period of time during which the 
options vest and may be exercised.  The term of options granted 
to an officer or other key employee cannot exceed ten years from 
date of grant.  The term of options granted to a non-employee 
director cannot exceed five years from date of grant.  The per 
share exercise price of an option granted may not be less than 
100% of the fair market value of the common stock on the date of 
the grant. Outstanding options totaling 334,219, 274,289 and 
159,983 were exercisable at December 31, 1996,1995 and 1994, 
respectively.  The weighted average exercise price of options 
exercisable at December 31, 1996 was $10.94.

     Transactions under the plan are summarized as follows:

                           Number of        Exercise price
                            options           per option
Outstanding at December 
    31, 1993                 103,653       $1.67 to $7.17
     Granted                 134,400               $14.00
     Exercised               (52,653)               $1.67
                             -------
Outstanding at December 
    31, 1994                 185,400       $7.17 to $14.00
     Expired                 (51,000)      $7.17 to $14.00
     Granted                 458,000       $8.75 to $12.00
                             -------
Outstanding at December 
    31, 1995                 592,400       $7.17 to $14.00
     Expired                 (97,500)      $7.17 to $14.00
     Granted                  65,000       $6.00  to $8.75
                             -------
Outstanding at December 
    31, 1996                 559,900       $6.00 to $14.00
                             =======

     Total options outstanding at December 31, 1996 had a 
weighted average exercise price of $9.94 and a weighted average 
remaining contractual life of 7.3 years.  Of the options 
outstanding at December 31, 1996, 180,400 options had an exercise 
price range of $12 - $14 per option and were granted to 
directors, 379,500 had an exercise price range of $6 - $8.75 per 
option and were granted to key employees and officers.
<PAGE>
     To enable certain executive officers to exercise 260,400 
options in 1993, the Company loaned them $708,000, evidenced by 
five-year promissory notes.  The notes bear interest at the 
federal mid-term rate, are secured by the shares acquired and had 
an outstanding balance of $367,750 at December 31, 1996 and 1995.

     In August 1996, in connection with the acquisition of Hunt, 
the Company granted options to Hunt for the purchase of 300,000 
shares of stock at $6.50 per share with a term of five years.  

     The Company has adopted the disclosure - only provisions of 
SFAS No. 123, "Accounting for Stock-Based Compensation."  
Accordingly, no compensation expense has been recognized for the 
stock options granted.  Had compensation expense been determined 
for the options granted in 1995 and 1996 consistent with the 
provisions of SFAS No. 123, the Company's net earnings (loss) and 
earnings (loss) per share would have been reduced to the proforma 
amounts indicated below:

                                       1996           1995
                                 
Net earnings (loss) - proforma      $ (6,815,791)    $ 3,449,114
Earnings (loss) per share-proforma  $      (1.19)    $       .60

The fair value of each option granted is estimated using the 
Black-Scholes option pricing model with the following weighted-
average assumptions used for grants in 1995 and 1996:

          
     Expected volatility                67%
     Risk-free interest rate            6.5%
     Expected lives                     3-8 Years
     Stock Price at Grant Date:           
        1996                            $5.13
        1995                            $7.41


13.  WARRANTS

     In September of 1993, in conjunction with a private 
placement offering of common stock, the Company offered warrants 
at $.33 each to eligible stockholders.  Each purchaser of common 
stock was offered two warrants for every three shares of common 
stock purchased at an exercise price of $6.67.  As of December 
31, 1996 all of these warrants had either been exercised or have 
expired.  

     In October 1996, the Company issued 149,398 warrants at 
$1.50 each to certain holders of expired warrants.  The warrants 
allow for the purchase of stock at an exercise price of $6.50 and 
expire in September 2001.

     Transactions are summarized as follows:
<TABLE>
<CAPTION>
                                        Number of            Exercise Price
                                        warrants               per warrant
<S>                                       <C>               <C>                                 
Outstanding at December 31, 1993          427,200           $3.33 to $7.88   
     Exercised                            (68,400)          $6.67 to $7.88
Outstanding at December 31, 1994          358,800           $3.33 to $7.88
     Exercised
     Expired                              (60,000)                   $7.88
Outstanding at December 31, 1995          298,800           $3.33 to $6.67
     Exercised                             (4,200)                   $6.67
     Expired                             (291,600)                   $6.67
     Granted                              149,398                    $6.50
Outstanding at December 31, 1996           152,398          $3.33 to $6.50
</TABLE>
<PAGE>


14.     EMPLOYEE BENEFIT PLAN

     The Company sponsors a tax-qualified defined contribution 
plan under Section 401(a) of the Internal Revenue Code covering 
all full-time employees who have completed one year of service as 
of a quarterly enrollment date. This Profit Sharing Plan includes 
a "401(k)" arrangement pursuant to which participants may 
contribute, subject to certain Code limitations, a percentage of 
their salary on a "pre-tax" basis.  The Company contributes a 
matching contribution with respect to the contributions made by 
participants at a rate determined by the Board of Directors of 
the Company each year.  The Company may also make an additional 
contribution to the Profit Sharing Plan each year at the 
discretion of the Board of Directors.  The Company's 401(k) 
matching contributions were $201,160, $136,437, and $116,557 in 
1996, 1995 and 1994, respectively.

15.     DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

     SFAS No. 107, "Disclosures about Fair Value of Financial 
Instruments," requires disclosures of the fair value of financial 
instruments.  The following methods and assumptions were used to 
estimate the fair value of each class of financial instruments 
held by the Company:

     Cash and cash equivalents and restricted and insurance 
deposits

     The carrying amount approximates fair value because of the 
short maturity of these instruments.

     NOTES RECEIVABLE

     The fair value of fixed rate notes receivable is estimated 
by discounting future cash flows using current discount rates 
that reflect the risks associated with similar types of loans.  
At December 31, 1996 and 1995, the estimated fair value of the 
Company's notes receivable approximates the carrying value.

     ACCRUED INTEREST PAYABLE

     The carrying amount approximates fair value as the majority 
of interest payments are made semi-annually.

     LONG-TERM DEBT

     The fair value of the Company's long-term debt, excluding 
unamortized discount, was calculated by discounting future cash 
flows using an estimated fair market value interest rate.  The 
fair value used for the Senior Subordinated Notes was the 
December 31, 1996 and 1995 bid price.  The interest rate for all 
other debt was estimated based on rates obtained by the Company 
in 1996 and 1995.

     The estimated fair values of the Company's financial 
instruments at December 31 were as follows:
<TABLE>
<CAPTION>
                                                1996                           1995
                                      Carrying         Fair           Carrying            Fair
                                      Amount          Value           Amount             Value
<S>                                  <C>              <C>             <C>                <C>
Cash and cash equivalents           $ 1,467,535       $1,467,535      $   642,312        $    642,312
Restricted and insurance deposits     1,187,629        1,187,629        1,119,971           1,119,971
Notes receivable                      1,638,135        1,638,135        3,101,393           3,101,393
Accrued interest payable                499,808          499,808          476,072             476,072
Long-term debt                      160,722,723      155,027,991      137,647,498         136,150,570
</TABLE>
16.     INSURANCE

     The Company is subject to liability for the deductible 
portion as to policies of insurance, both past and present with 
regard to bodily injury and property damage. The current per 
occurrence deductible is $500,000, subject to satisfaction of an 
additional aggregate annual deductible of $750,000. The Company's 
operating subsidiaries act as self-insurers on workers' 
compensation in several states in which the deductible is as high 
as $500,000. The estimated liability for self-insured claims was 
based on past loss experience, current trends and an adjustment 
for abnormal claims experience related to the recent acquisitions 
and other factors. 
<PAGE>

     Standby letters of credit in the amount of $5,122,127 and 
$2,722,127 and deposits totaling $1,187,629 and $1,428,136 have 
been furnished to insurance carriers as security for the 
estimated cost of self-insured claims and for premium payments as 
of December 31, 1996 and December 31, 1995, respectively. The 
letters of credit are secured as described in Note 8.

17.     MAJOR CUSTOMERS

     Operating revenues derived from U. S. Governmental Agencies 
were $52,510,980, $52,647,489 and $40,718,262 for the years ended 
December 31, 1996, 1995 and 1994, respectively, which represents 
17 percent, 20 percent and 18 percent of total operating revenues 
for 1996, 1995 and 1994, respectively. There was no other single 
customer that exceeded 10 percent of operating revenues during 
this same period.

18.     EXTRAORDINARY ITEMS


     Due to the repayment of certain obligations in 1994, the 
Company expensed the related unamortized discount of $366,511, 
net of $136,000 income tax benefit, as an extraordinary item.

19.     ADDITIONAL CASH FLOW INFORMATION

     The Company entered into the following noncash transactions:

    1996

A)     At December 31, 1996, the Company recorded revenue equipment 
       and equipment payable of $273,500.

B)     The Company acquired equipment of $3,178,639 by 
       incurring capital lease obligations.


     
     1995

A)     The Company sold property of $560,000 in exchange for a note 
       receivable.

B)     At December 31, 1995, the Company recorded revenue 
       equipment and equipment payable of $635,170.


     1994

A)     The Company acquired equipment of $3,483,668 by incurring 
       capitalized lease obligations.

B)     The Company sold revenue equipment and property of 
       $2,183,844 and $295,000, respectively in exchange for notes 
       receivable.
C)     At December 31, 1994, the Company recorded revenue 
       equipment and equipment payable of $1,478,320.


20.     RELATED PARTY TRANSACTIONS

     In connection with the October 1995 acquisition of certain 
assets of Eastern Flatbed Systems, Inc. (EFBS) which is partially 
owned by an officer of the Company, the Company recorded goodwill 
of $4.2 million.  In 1996, the Company wrote off the unamortized 
portion of the goodwill in the amount of $4.1 million due to a 
deemed permanent impairment as a result of lower than expected 
operating results and a shutdown of a portion of the division.

     During 1994, the Company sold tractors, trailers and 
satellite tracking devices, to EFBS in exchange for notes 
receivable.  The Company recognized a $537,000 gain associated 
with the sale of these assets.  The notes receivable relating to 
the purchase of tractors and satellite tracking devices were 
repaid in full in connection with the acquisition of certain assets of
EFBS in October 1995.  The $712,500 note receivable
relating to the purchase of trailers has been assumed by a 
stockholder of EFBS, bears interest at 10 percent, matures on 
December 31, 1998 and had an outstanding balance of $380,583 and 
$520,413 at December 31, 1996 and 1995, respectively.  

     As part of a transaction to prematurely terminate operating 
leases for 134 high cost tractors, the Company was required to 
lease 235 new tractors from the vendor, of which 100 were 
subleased to EFBS from October 1994 through September 1995, for 
monthly operating lease payments of $136,331 which exceed TRISM's 
monthly lease expense of $120,231 by $16,100.

     Stock option loans of $367,750 were outstanding at December 
31, 1996 and 1995.

21.      SUBSEQUENT EVENT -- CORPORATE RESTRUCTURING

     In February 1997, the Company announced an organizational 
restructuring to consolidate certain sales, operations and 
administrative functions and reengineer certain business 
processes to reduce overhead costs and increase operational 
efficiency.  The Company will include in its 1997 results 
restructuring charges for the termination of certain employees, 
relocation of key personnel, engagement of an outside consultant 
and the closing of unproductive facilities.  The Company 
estimates these charges to approximate $2.5 to $3.5 million in 
the first and second quarters of 1997.

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

                                 


To the Board of Directors and Stockholders of
TRISM, Inc.


     We have audited the consolidated financial statements and 
the financial statement schedule of TRISM, Inc. listed in Item 14 
of this Form 10-K. These consolidated financial statements and 
financial statement schedule are the responsibility of the 
Company's management. Our responsibility is to express an opinion 
on these consolidated financial statements and financial 
statement schedule based on our audits.

     We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  
We believe that our audits provide a reasonable basis for our 
opinion.

     In our opinion, the consolidated financial statements 
referred to above present fairly, in all material respects, the 
consolidated financial position of TRISM, Inc. as of December 31, 
1996 and 1995, and the consolidated results of its operations and 
cash flows for each of the three years in the period ended 
December 31, 1996 in conformity with generally accepted 
accounting principles.  In addition, in our opinion, the 
financial statement schedule referred to above, when considered 
in relation to the basic financial statements taken as a whole, 
presents fairly, in all material respects, the information 
required to be included therein.


COOPERS & LYBRAND L.L.P.





Atlanta, Georgia
March 19, 1997

<PAGE>
<TABLE>
<CAPTION>
QUARTERLY FINANCIAL DATA - UNAUDITED

                                     First                Second             Third            Fourth
                                    Quarter               Quarter            Quarter          Quarter
                                                      (In thousands, except per share amounts)
<S>                                 <C>                    <C>               <C>              <C> 
1996:                                                                                        
Revenues                            $73,040                $79,228           $80,166          $77,599           
Operating income                        250                  3,573             4,857           (3,598)
Net income (loss) available  to
  common stockholders                (2,198)                   507               614           (5,521)
Earnings (loss) per share              (.38)                   .09               .11             (.97)

Number of shares used in
  computation of earnings
  (loss) per common share             5,734                  5,734             5,734            5,738           
                                                                                        
1995:                                                                                        
Revenues                            $62,176                $68,030           $67,658          $70,580 
Operating income                      4,006                  7,001             4,864            3,722           
Net income available  to
  common stockholders                   352                  2,224             1,205               93           
Earnings per share
  before extraordinary item             .06                    .39               .21              .01           
Number of shares used in 
computation of earnings
per common share                      5,891                  5,774             5,802            5,735           
                                                                                                   
1994:                                                                                                   
Revenues                            $48,998                $56,131           $59,870          $60,192                      
Operating income                      2,372                  5,925             6,576            4,528                      
Income (loss) before
extraordinary item                     (459)                 2,050             2,288              902                      
Net income (loss) available  to
  common stockholders                  (690)                 2,050             2,288              902                      
Earnings (loss) per share
before extraordinary item              (.09)                   .34               .38              .15    
Earnings (loss) per share              (.13)                   .34               .38              .15                      
Number of shares used in 
computation of earnings
(loss) per common share               5,329                  6,084             6,067            5,999                      
</TABLE>
<PAGE>


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 
        ACCOUNTING AND FINANCIAL DISCLOSURE

NONE




                            PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     A definitive proxy statement of TRISM, Inc. will be filed 
not later than 120 days after the end of the fiscal year with the 
Securities and Exchange Commission.  The information regarding 
directors will be included in the Company's Proxy Statement for 
the 1997 Annual Meeting of Stockholders and is incorporated 
herein by reference.  The information with respect to the 
executive officers of the Company required by this item is set 
forth in Item 4 of this Form 10-K.

ITEM 11.   EXECUTIVE COMPENSATION

     The information required by this item will be included in 
the Company's Proxy Statement for the 1997 Annual Meeting of 
Stockholders and is incorporated herein by reference.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 
         AND MANAGEMENT

     Information required by this item will be included in the 
Company's Proxy Statement for the 1997 Annual Meeting of 
Stockholders and is incorporated herein by reference.

ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item will be included in 
the Company's Proxy for the 1997 Annual Meeting of Stockholders 
and is incorporated herein by reference.
<PAGE>
                             PART IV

ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS 
             ON FORM 8-K

     Financial Statements ***
        Consolidated Balance Sheets at December 31, 1996 and 
           December 31, 1995
        Consolidated Statements of Operations for the three years 
           ended December 31, 1996
        Consolidated Statements of Common Stockholders' Equity 
           for the three years ended December 31, 1996
        Consolidated Statements of Cash Flows for the three years 
           ended December 31, 1996
        Notes to Consolidated Financial Statements
        Report of Independent Accountants

        ***     The financial statements of each of the Company's 
                subsidiaries are omitted because all of the 
                Company's subsidiaries guarantee the Company's 
                outstanding 10 3/4% Senior Subordinated Notes due 
                2000 on a full, unconditional, and joint and 
                several basis.

        Financial Statement Schedule for the three years ended 
          December 31, 1996
          Schedule II   -   Valuation and Qualifying Accounts

     All other schedules for the Company are omitted because they 
are not required or not applicable.  The required information is 
included in the financial statements or notes thereto.

EXHIBIT INDEX

     The following exhibits are filed as part of this report.

Exhibit        
Number     Description

*3.1       -Certificate of Incorporation, as amended through 
             January 21, 1993, of TRISM, Inc.
*3.2       -By-laws of TRISM, Inc.
*4.1       -Form of Indenture
*4.2       -Specimen Certificate for the Common Stock, par 
            Value $.01 per share, of TRISM, Inc.
*10.1     -Profit Sharing Plan, as amended as of January 1, 1993.
*10.2     -Employment Contract, dated as of October 28, 1993, 
            between the Company and Michael L. Lawrence.
*10.3     -Employment Contract, dated as of October 28, 1993, 
            between the Company and Daryl W. Deel.
*10.4     -Employment Contract, dated as of October 28, 1993, 
            between Trism Specialized Carriers, Inc. and Gary W. 
            Hartter.
*10.5     -Promissory Note, dated as of October 28, 1993, of 
            Michael L. Lawrence in favor of the Company.
*10.6     -Promissory Note, dated as of October 28, 1993, of 
            Daryl W. Deel in favor of the Company.
*10.7     -Stock Option Plan for officers and key employees.
*10.8     -Form of Amended and Restated Stockholders Agreement, 
            dated January 29, 1993 between TRISM, Inc. and James 
            A. Carthaus, Frank P Cuscela, Janney Scott Montgomery 
            f/b/o, Joseph J. Daniero, Thomas Syracuse, Robert 
            Syracuse, Daniel Syracuse, James & Carol Syracuse, 
            John N. Irwin III, Jane Irwin, James F. Higgins 
            and Hillside Industries, Inc.
*10.9     -Agreement to Restructure, dated April 27, 1993, by and 
            between TSMB 2 Acquisition Corporation and Trism 
            Specialized Carriers, Inc. and Carrier Consultants, 
            Inc. (formerly PST, Inc.).
*10.10     -Promissory Note 1, dated February 12, 1993, by and 
             between TSMB 2 Acquisition Corporation and Trism 
             Specialized Carriers, Inc. and Carrier Consultants, 
             Inc. (formerly PST, Inc.).
*10.11     -Security Agreement, dated April 27, 1993, by and 
             between TSMB 2 Acquisition Corporation and Trism 
             Specialized Carriers, Inc. and Carrier Consultants, 
             Inc. (formerly PST, Inc.).
*10.12     -Trailer Purchase Agreement, dated April 27, 1993, by 
             and between Trism Specialized Carriers, Inc. and 
             TSMB 2 Acquisition Corporation and  Carrier 
             Consultants, Inc. (formerly PST, Inc.).
*10.13     -Agreement to Restructure, dated April 27, 1993, by 
             and between Trism Specialized Carriers, Inc. and 
             TSMB 2 Acquisition Corporation and  PTR&L Holding 
             Corporation  (formerly PST Enterprises, Inc.).
*10.14     -Security Agreement, dated April 27, 1993, by and 
             between Trism Specialized Carriers, Inc. and TSMB 2 
             Acquisition Corporation and  PTR&L Holding 
             Corporation  (formerly PST Enterprises, Inc.).
*10.15     -Settlement Agreement to Restructure, dated January 
             15, 1993, by and between Trism Specialized Carriers, 
             Inc. and TSMB 2 Acquisition Corporation and  PTR&L 
             Holding Corporation  (formerly PST Enterprises, 
             Inc.).
*10.16     -Davenport Lease Agreement, dated January 15, 1993, 
             between Trism Specialized Carriers, Inc. and PTR&L 
             Holding Corporation (formerly PST Enterprises, 
             Inc.).
*10.17     -Promissory Note 2, dated February 1, 1993 by Trism 
             Specialized Carriers, Inc. and TSMB 2 Acquisition 
             Corporation and PTR&L Holding Corporation (formerly
             PST Enterprises, Inc.) in connection with the 
             Restructure Agreement modifying the asset 
             acquisition agreement.
*10.18     -Promissory Note 3, dated February 1, 1993 by Trism 
             Specialized Carriers, Inc. and TSMB 2 Acquisition 
             Corporation and PTR&L Holding Corporation (formerly 
             PST Enterprises, Inc.) in connection with the 
             Restructure Agreement modifying the asset 
             acquisition agreement.
*10.19     -Promissory Note 4, dated March 1, 1993 by Trism 
             Specialized Carriers, Inc. and TSMB 2 Acquisition 
             Corporation and PTR&L Holding Corporation (formerly 
             PST Enterprises, Inc.) in connection with the 
             Restructure Agreement modifying the 
             asset acquisition agreement.
*10.20     -Stock Issuance Agreement, dated January 29, 1992, 
             between TRISM, Inc., TSMB 2 Acquisition Corporation, 
             Diversified Freight Services, Inc., Gary H. Smith, 
             Aubrey L. Scully and Michael R. Brannon.
*10.21     -Assumption of Liabilities Agreement, dated January 
             29, 1992, between TRISM, Inc., TSMB 2 Acquisition 
             Corporation, Diversified Freight Services, Inc., 
             Gary H. Smith, Aubrey L. Scully and Michael R. 
             Brannon.
*10.22     -Non-Disclosure Agreement, dated April 22, 1993, by 
             and between Trism Specialized Carriers, Inc. and 
             certain employees of Trism Specialized Carriers, 
             Inc. 
*10.23     -Consulting Agreements, dated June 1, 1993, by and 
             between Trism Management Services, Inc. and Walter 
             W. Lee (substantially similar in form to agreements 
             with Bradford Mills, Effective Leadership 
             Strategies, Inc. and Dunbar Associates).
**10.24    -Retainer Agreement, dated June 4, 1993, by and 
             between TRISM, Inc., Tri-State Motor Transit Co., 
             McGil Special Services, Trism Specialized Carriers, 
             Inc. and Edward A. Vrooman.
**10.25     -Indenture, dated December 15, 1993, between TRISM, 
              Inc. and First National Trust Association, as 
              trustee.
**10.26      -Employment Contract, dated October 28, 1993, 
               between Tri-State Motor Transit Co. and Henry P. 
               Hoffman.
**10.27     -Agreement, dated as of January 1, 1994, between 
              TRISM, Inc. and Scott-Macon, Ltd.
**10.28     -Consulting Agreement, dated as of January 11, 1994, 
              between TRISM, Inc. and James M. Revie.
**10.29     -Form of Registration Rights Agreement, dated as of 
              January 24, 1994, between TRISM, Inc. and various 
              stockholders.
***10.30     Separation and Consulting Agreement between TRISM, 
              Inc. and Michael L. Lawrence dated March 1, 1995. 
***10.31     Promissory Note dated June 3, 1994 in the amount of 
              $112,000.00 by L. Edward Berry, an officer of
              TRISM, Inc.      
11.1         Statement regarding computation of earnings per 
             common share.     
*16.1        Letter regarding change in certified accountant.  
21.1         Subsidiaries of TRISM, Inc.     

*Exhibit is incorporated by reference to the Company's 
Registration Statement on Form S-1, Registration No. 33-71222, 
initially filed with the Securities and Exchange Commission on 
November 4, 1993, as amended.  

**Exhibit is incorporated by reference to the Company's Form 10-K
   for the year ended December 31, 1993.     

***Exhibit is filed with Form 10-K for the year ended December 
31, 1994.     


REPORTS ON FORM 8-K

     During the fourth quarter of 1996, there were no reports 
filed on Form 8-K.

<PAGE> 
                         SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, the Registrant has duly caused 
this report to be signed on its behalf by the undersigned, 
thereunto duly authorized.

                                        TRISM, INC.

                                  By:   James M. Revie 
                                        James M. Revie
                                        Director, Chairman of the 
                                        Board and Chief Executive 
                                         Officer


Pursuant to the requirements of the Securities Exchange Act of 
1934, this report has been signed below on March 13, 1997 by the 
following persons on behalf of the Registrant and in the 
capacities indicated.

     Signature                 Title

     James M. Revie            Director, Chairman of the Board
     James M. Revie            and Chief Executive Officer
 

     E. Virgil Conway          Director
     E. Virgil Conway

     Julian H. Gingold         Director
     Julian H. Gingold

     Norman Gross              Director
     Norman Gross     

     James F. Higgins          Director
     James F. Higgins

     John J. Kilcullen         Director, President and Chief 
     John J. Kilcullen         Operating Officer

     William M. Legg           Director
     William M. Legg

     James L. McKenney         Director
     James L. McKenney

     James G. Overley          Senior Vice President of Finance 
     James G. Overley          and Treasurer(Chief Financial 
                               Officer)

     John L. Ray               Director
     John L. Ray




<PAGE>
SCHEDULE II
<TABLE>
TRISM, INC.
VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31
<CAPTION>


COLUMN A                               COLUMN B               COLUMN C             COLUMN D         COLUMN E
                                                              ADDITIONS                                        
                                                         (1)            (2)
                                                                       CHARGED TO
                                      BALANCE AT         CHARGED TO      OTHER 
                                     BEGINNING OF        COSTS AND     ACCOUNTS-   DEDUCTIONS       BALANCE AT
Description                            PERIOD            EXPENSES      DESCRIBE    --DESCRIBE      END OF PERIOD
<S>                                  <C>                 <C>           <C>         <C>             <C>      
1996:                                                                                                   
  Allowance for doubtful accounts    $1,584,386          $1,573,500    $           $761,265(B)     $2,396,621
                                                                                                   
1995:                                                                                                   
  Allowance for doubtful accounts    $1,709,634            $307,123    $           $432,371(B)     $1,584,386
                                                                                                   
1994:                                                                                                   
  Allowance for doubtful accounts    $1,093,900            $874,300    $66,264(A)  $324,830(B)     $1,709,634
                                                                                                   

(A)     Diablo's and Powell's allowance at applicable acquisition date.

(B)     Represents net write-offs of uncollectible accounts.

<PAGE>
                         EXHIBIT INDEX
  Exhibit Number                Description
    11                 Computation of earnings per common share
    21                 Subsidiaries of Trism, Inc.
    27                 Financial Data Schedule

<PAGE>

</TABLE>