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                                                                   EXHIBIT 10.36


                               SECOND AMENDMENT TO
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


         This Second Amendment to the Greyhound Lines, Inc. (the "Company")
Supplemental Executive Retirement Plan is made as of January 20, 1999.

         WHEREAS, the Company previously adopted the Greyhound Lines, Inc.
Supplemental Executive Retirement Plan, as restated effective January 1, 1994,
and as amended by the First Amendment dated as of December 9, 1996 (the "Plan");
and

         WHEREAS, the Company, having sought the approval of the Compensation
and Organization Committee of the Board of Directors of the Company, desires to
amend the Plan as set forth herein.

NOW, THEREFORE, the Plan shall be amended as follows.

1. Section 6.3 of the Plan shall be deleted in its entirety and replaced with
the following:

              "Section 6.3 Investment Earnings Credit. Accounts shall be
              credited as of each Valuation Date with an allocable portion of
              the earnings of the Trust or with an amount representing an
              investment return rate on 10-year Treasury notes as of each
              Valuation Date, plus 150 basis points, whichever is greater, or
              such other rate as is determined from time to time by the
              Sponsor."

2. Sections 8.1 (a) and (b) of the Plan shall be deleted in their entirety and
replaced with the following:

              "Section 8.1 Trust Payments.

              (a) General. Any obligation of the Sponsor to pay benefits
              hereunder shall be an unsecured promise and any right to enforce
              such obligation shall be solely as a general creditor of the
              Sponsor. For the convenience and benefit of the Sponsor and to the
              extent not inconsistent with the foregoing sentence, the Sponsor
              may establish one or more irrevocable trusts to hold assets to
              meet its obligations under the Plan to Participants. However, in
              the event of a Change in Control as defined in Section 2.1 (e) of
              the Plan, the Sponsor shall immediately transfer



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              or cause to be transferred such amounts and rights to a Trust as
              are necessary to pay all Plan benefits, and shall continue to
              transfer or cause to be transferred additional amounts and rights
              as become necessary to pay Plan benefits following the Change in
              Control.

              (b) Trust Assets. The property comprising the assets of a Trust
              established under subsection (a) shall, at all times, remain the
              property of the Trust. The Trustee shall distribute the assets
              comprising the Trust in accordance with the provisions of the Plan
              and Trust, but in no event shall the Trustee distribute the assets
              of the Trust to or for the benefit of the Sponsor, except as
              provided in the Trust.

3. Capitalized terms used herein without definition shall have the meaning
ascribed to such terms as set forth in the Plan.


                              GREYHOUND LINES, INC.


                              By:
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                                       Craig R. Lentzsch
                                       President and CEO







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