Exhibit 99.1

                       FIRST AMENDMENT TO CREDIT AGREEMENT
                              AND WAIVER AGREEMENT

      THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER AGREEMENT (this "First
Amendment") is entered into as of August 31, 1999 among DISPATCH MANAGEMENT
SERVICES CORP., a Delaware corporation (the "Borrower"), each of the Borrower's
Material Subsidiaries (individually a "Guarantor" and collectively the
"Guarantors"), the Lenders party to the Credit Agreement defined below (the
"Lenders") and BANK OF AMERICA, N.A., formerly NationsBank, N.A., as
Administrative Agent (the "Administrative Agent") for the Lenders. Capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings given to them in the Credit Agreement.

                                    RECITALS

      WHEREAS, the Borrower, the Guarantors, the Administrative Agent and the
Lenders are parties to that certain Amended and Restated Credit Agreement dated
as of April 8, 1999 (as amended, modified, supplemented, extended or restated
from time to time, the "Credit Agreement");

      WHEREAS, an Event of Default currently exists under the Credit Agreement
(the "Existing Event of Default") due to the failure of the Borrower to deliver
to the Lenders the schedule of accounts receivable required pursuant to Section
7.16(a) of the Credit Agreement within 30 days after the Closing Date;

      WHEREAS, the Credit Parties have requested that the Lenders waive the
Existing Event of Default and that the Lenders agree to amend certain terms of
the Credit Agreement; and

      WHEREAS, the Administrative Agent and Lenders have agreed to such waiver
and to such amendments, subject to the conditions and as more fully set forth
below.

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1. Waiver.

            (a) The Credit Parties acknowledge and confirm the existence of the
      Existing Event of Default.

            (b) Subject to the amendment of Section 7.16(a) of the Credit
      Agreement as set forth below and compliance by the Credit Parties with the
      terms of this First Amendment, the Lenders and the Administrative Agent
      agree to waive the Existing Event of Default.
<PAGE>

            (c) The Credit Parties acknowledge and confirm that the agreement by
      the Lenders and the Administrative Agent to waive the Existing Event of
      Default shall in no way modify or affect the Credit Parties' obligations
      to comply fully with each and every term and condition of the Credit
      Agreement (including, but not limited to, those contained in the amended
      and restated Section 7.16(a) thereto), as amended hereby, and the other
      Credit Documents.

            (d) The Credit Parties acknowledge and confirm that failure to
      comply with the terms of Section 7.16(a) of the Credit Agreement, as
      amended hereby, shall constitute an Event of Default.

            (e) The waiver set forth in this First Amendment shall be effective
      only in the specific circumstances provided for above and only for the
      purposes for which given.

2. Amendments to Credit Agreement.

            (a) The definition of "Maturity Date" set forth in Section 1.1 of
      the Credit Agreement is amended and restated in its entirety to read as
      follows:

                  "Maturity Date" means October 15, 2000.

            (b) The definition of "NMS" set forth in Section 1.1 of the Credit
      Agreement is deleted in its entirety and replaced with the following
      definition in the appropriate alphabetical order:

                  "BAS" means Banc of America Securities LLC.

            (c) All references in the Credit Documents to "NationsBank, N.A.,"
      "NationsBanc Montgomery Securities LLC" and to "NMS" shall hereafter refer
      to "Bank of America, N.A.," "Banc of America Securities LLC" and "BAS,"
      respectively.

            (d) Section 7.16(a) of the Credit Agreement is amended and restated
      in its entirely to read as follows:

                  7.16 Post Closing Requirements.

                                  ************

                        (a) On or prior to September 30, 1999, the Borrower
                  shall deliver to the Lenders a schedule of accounts receivable
                  which will be sent to an independent collection agency
                  pursuant to the commercially reasonable contract.

3. Conditions Precedent.

      The effectiveness of this First Amendment is subject to the satisfaction
of each of the following conditions:


                                       2
<PAGE>

            (a) The Administrative Agent shall have received copies of this
      First Amendment duly executed by the Credit Parties and the Lenders.

            (b) The Administrative Agent shall have received copies of
      resolutions of the Board of Directors of each Credit Party approving and
      adopting this First Amendment, the transactions contemplated herein and
      authorizing execution and delivery hereof, certified by a secretary or
      assistant secretary of such Credit Party to be true and correct and in
      full force and effect as of the date hereof.

            (c) The Administrative Agent shall have received an opinion of
      counsel to the Credit Parties in form and substance satisfactory to the
      Administrative Agent.

            (d) The Administrative Agent shall have received such other
      documents and information as it reasonably deems necessary.

4. Miscellaneous.

            (a) The term "Credit Agreement" as used in each of the Credit
      Documents shall hereafter mean the Credit Agreement as amended by this
      First Amendment. Except as herein specifically agreed, the Credit
      Agreement, and the obligations of the Credit Parties thereunder and under
      the other Credit Documents, are hereby ratified and confirmed and shall
      remain in full force and effect according to their terms, including,
      without limitation, (i) the liens and security interests granted under the
      Credit Documents and (ii) the obligations of the Guarantors under the
      Credit Documents. Without limiting the foregoing, the Guarantors hereby
      reaffirm their obligations under the Credit Documents and agree that their
      obligations thereunder are not amended, modified or reduced by the terms
      of this First Amendment.

            (b) Each of the Credit Parties represents and warrants as follows:

                  (i) It has taken all necessary action to authorize the
            execution, delivery and performance of this First Amendment.

                  (ii) This First Amendment has been duly executed and delivered
            by such Credit Party and constitutes such Credit Party's legal,
            valid and binding obligations, enforceable in accordance with its
            terms, except as such enforceability may be subject to (A)
            bankruptcy, insolvency, reorganization, fraudulent conveyance or
            transfer, moratorium or similar laws affecting creditors' rights
            generally and (B) general principles of equity (regardless of
            whether such enforceability is considered in a proceeding at law or
            in equity).

                  (iii) No consent, approval, authorization or order of, or
            filing, registration or qualification with, any court or
            governmental authority or third party is required in connection with
            the execution, delivery or performance by such Credit Party of this
            First Amendment.

                  (iv) The representations and warranties of such Credit Party
            set forth in Section 6 of the Credit Agreement are true and correct
            as of the date hereof.


                                       3
<PAGE>

                  (v) No event has occurred and is continuing (other than the
            Existing Event of Default) which constitutes a Default or an Event
            of Default.

            (c) In consideration of the Administrative Agent and the Lenders
      entering this First Amendment, each of the Credit Parties hereby releases
      the Administrative Agent, the Lenders, and the Administrative Agent's and
      the Lenders' respective officers, employees, representatives, agents,
      counsel and directors from any and all actions, causes of action, claims,
      demands, damages and liabilities of whatever kind or nature, in law or in
      equity, now known or unknown, suspected or unsuspected to the extent that
      any of the foregoing arises from any action or failure to act on or prior
      to the date hereof.

            (d) This First Amendment may be executed in any number of
      counterparts, each of which when so executed and delivered shall be an
      original, but all of which shall constitute one and the same instrument.
      Delivery of an executed counterpart of this First Amendment by telecopy
      shall be effective as an original and shall constitute a representation
      that an executed original shall be delivered.

            (e) THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
      PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA.

                     [Rest of page intentionally left blank]


                                       4
<PAGE>

      Each of the parties hereto has caused a counterpart of this First
Amendment to be duly executed and delivered as of the date first above written.

BORROWER:                               DISPATCH MANAGEMENT SERVICES CORP.,
                                        a Delaware corporation


                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________
<PAGE>

GUARANTORS:                             DISPATCH MANAGEMENT SERVICES ACQUSITION
                                        CORP., a Delaware corporation

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        DISPATCH MANAGEMENT SERVICES
                                        SAN FRANCISCO CORP., a New York
                                        corporation

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        DISPATCH MANAGEMENT SERVICES NEW YORK
                                        CORP., a Delaware corporation

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        ROAD MANAGEMENT SERVICES CORPORATION,
                                        a Delaware corporation

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________
<PAGE>

                                        DISPATCH MANAGEMENT SERVICES
                                        (EUROPE) LTD., a company
                                        formed under the laws of England and
                                        Wales

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        BRIDGE WHARF INVESTMENTS LIMITED,
                                        a company formed under the laws of
                                        England and Wales

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        SECURITY BUSINESS SERVICES LIMITED,
                                        a company formed under the laws of
                                        England and Wales

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        DISPATCH MANAGEMENT SERVICES (UK)
                                        LIMITED f/k/a Delta Air & Road Transport
                                        Limited, a company formed under the laws
                                        of England and Wales

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        SECURITY DISPATCH LIMITED,
                                        a company formed under the laws of
                                        England and Wales

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________
<PAGE>

LENDERS:

                                        BANK OF AMERICA, N.A., formerly
                                        NationsBank, N.A., individually in its
                                        capacity as a Lender and in its capacity
                                        as Administrative Agent and Collateral
                                        Agent

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        FIRST UNION NATIONAL BANK

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        BANKBOSTON, N.A.

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        CIBC, INC.

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        FLEET BANK, N.A.

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________