<PAGE>
M.S. CARRIERS, INC.
3171 DIRECTORS ROW
MEMPHIS, TENNESSEE 38116
ADDITIONAL INFORMATION RELATING TO PROXY STATEMENT
M.S. Carriers, Inc. previously distributed a proxy statement relating
to its 1995 annual meeting of shareholders (the "Proxy Statement"). The
information contained on page 7 of the Proxy Statement captioned "Option
Grants in 1994" does not include all of the information required by
Item 402(c) of Regulation S-K with respect to stock options granted to
executive officers during the year ended December 31, 1994.
The following table, which includes the required information
concerning (i) the percent each grant represents of total options to
employees during the fiscal year, (ii) the expiration date of the
options granted, and (iii) the potential realizable value of each
grant of options, supplements the information contained in the Proxy
Statement.
<TABLE>
<CAPTION>
Individual Grants Potential realizable
value at assumed
% of annual rates
Number of Total of stock price
Securities Options Exercise appreciation for
Underlying Granted to or Base option term
Options Employees in Price Expiration
Name Granted (#) Fiscal Year ($/SH) Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Michael S.
Starnes -- -- -- -- -- --
Carl J.
Mungenast 50,000 20.4% $22.625 3/30/04 $711,431 $1,802,918
James W.
Welch 20,000 8.2% 20.75 1/03/04 260,989 661,402
Gary L.
Hardeman 20,000 8.2% 20.75 1/03/04 260,989 661,402
M.J.
Barrow 20,000 8.2% 20.75 1/03/04 260,989 661,402
</TABLE>
This information is required to be disclosed in connection with the election
of directors to be held at the annual meeting of shareholders on May 5, 1995.
M.J. Barrow, Secretary
April 10, 1995
