TRISM INC /DE/
10-Q, 1997-08-14
TRUCKING (NO LOCAL)
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                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                                
                            FORM 10-Q

  (Mark One)
     [  X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
            15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
     For the quarterly period ended June 30, 1997
     
                               or
                                
     [  ]TRANSITION REPORT PURSUANT TO SECTION 13  OR  15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934
     
     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 of      (I.R.S. Employer
     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)
                                
  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
  
  As of  July 31, 1997,  5,737,337 shares of TRISM, INC.'s
  common stock, par value $.01 per common share were
  outstanding.
     
     
                           TRISM, INC.
                                
                        TABLE OF CONTENTS
                                
                                
                                
Part I    FINANCIAL INFORMATION                            Page

          Item 1.    Financial Statements                     1
          Item 2.    Management's Discussion and Analysis     5
                     of Financial Condition and Results
                     of Operations


Part II   OTHER INFORMATION

          Item 1.    Legal Proceedings                         10
          Item 4.    Submission of Matters to a Vote of 
                     Security Holders                          11
          Item 6.    Exhibits and Reports on Form 8-K          11
                                
                                
                               -i-
                                
                                
                                
                                


                 PART I   FINANCIAL INFORMATION
                                
Item 1.  Financial Statements

                           TRISM, INC.
                   Consolidated Balance Sheets
                         (In Thousands)
                           (Unaudited)
                                          June 30,  December 31,
                                             1997        1996   
 ASSETS                                                           
                                                                  
 Current assets:                                                  
  Cash and cash equivalents               $   7,330        1,468 
  Restricted and insurance deposits             947        1,188 
  Accounts receivable, net                   50,322       57,503 
  Materials and supplies                      1,641        2,450 
  Prepaid expenses                           19,485       18,711 
  Current portion of deferred income          5,823        5,139 
  taxes
       Total current assets                  85,548       86,459 
                                                                
 Property and equipment, net                112,970      123,052 
 Other assets                                21,976       22,986 
       Total assets                       $ 220,494      232,497 
                                                                
 LIABILITIES AND STOCKHOLDERS' EQUITY                           
                                                                
 Current liabilities:                                           
  Accounts payable                        $  10,966       10,791 
  Checks issued in excess of bank             4,754        4,567 
  balance
  Claims and insurance accruals               6,916        6,012 
  Accrued expenses and other                  8,771        6,551 
  Note payable to J.B. Hunt                      --        2,500 
  Current maturities of long-term debt       12,518       11,845 
       Total current liabilities             43,925       42,266 
                                                                
 Long-term debt, less current maturities    138,595      148,878 
 Claims, insurance accruals and other         6,108        6,443 
 Deferred income taxes                        5,625        6,160 
       Total liabilities                    194,253      203,747 
                                                                
 Stockholders' equity                                           
Common stock; $.01 par; 10,000,000 shares                       
 authorized; 5,903,337 shares issued at 
 June 30, 1997, and December 31, 1996            59            59 
 
  Additional paid-in capital                 37,327        37,327 
  Loans to stockholders                        (368)         (368)
  Accumulated deficit                        (9,228)       (6,719)

Treasury stock, at cost, 166,000 shares                          
 at June 30, 1997 and December 31, 1996      (1,549)       (1,549)
       Total stockholders' equity            26,241        28,750 
       Total liabilities and               $220,494       232,497 
        stockholders'equity
                                
      See accompanying notes to the consolidated financial
                           statements.
     
     
                           TRISM, INC.
              Consolidated Statements of Operations
              (In Thousands, except per share data)
                           (Unaudited)
                                
                             Three Months Ended       Six Months Ended   
                                June 30                  June 30
                                                                     
                                1997      1996     1997      1996
                                                                     
Revenues                       $81,340   79,228   159,073   152,268  
                                                                     
Operating expenses:                                                   
                                                                     
Salaries, wages and fringe      28,706   28,701    57,045    56,082  
benefits                         

Purchased transportation        15,343   13,915    30,063    27,831  

Operating supplies and                                               
expenses                        11,684   11,965    23,768    23,098

Operating taxes and licenses     7,120    7,298    14,177    14,283  

Depreciation and amortization    4,732    5,272     9,532    10,611  

General supplies and expenses    4,205    4,442     8,549     8,640  

Claims and insurance             2,953    2,524     5,815     4,878  

Communications and utilities     1,265    1,484     2,660     3,047

Loss (Gain) on sale of                                              
equipment                          214       55       397       (25)

Restructuring charge                 0        0     3,000         0

Total operating expenses        76,222   75,656   155,006   148,445
  
Income from operations           5,118    3,572     4,067     3,823  
                                                                     
Interest expense and other, net  3,739    3,394     7,554     7,202 
                                                                      
Income (loss) before income                                           
tax expense (benefit)            1,379      178    (3,487)   (3,379)
                                                                     
Income tax expense (benefit)       482     (329)     (978)   (1,688)
                                                                      
Net earnings (loss)           $    897      507    (2,509)   (1,691)

Earnings (loss) per common    $    .16      .09      (.44)      .29 
share
                                                       

      See accompanying notes to the consolidated financial
                           statements.



                           TRISM, INC.
              Consolidated Statements of Cash Flows
                         (In Thousands)
                           (Unaudited)
                                           Six Months Ended
                                               June 30,
                                             1997     1996  

 Cash flows from operating activities:                      
Net loss                                   $(2,509)  $(1,691)
 Adjustments to reconcile net loss to                  
 net cash provided by (used in)              
 operating activities:                                
Depreciation and amortization                9,866    10,924 
Restructuring charge, net                    1,675         - 
Loss (gain) on sale of assets                  397       (25)
Income tax benefit                            (978)   (1,688)
Provision for uncollectible receivables        645       398 
 Changes in:                                               
 Accounts receivable                         6,536   (10,337)
 Prepaid expenses                             (774)   (2,538)
 Accounts payable                              175     2,741 
 Claims and insurance accruals                 569      (240)
 Accrued liabilities                           545     1,062 
 Other                                         516      (664)
 Net cash provided by (used in)             16,663    (2,058)
 operating activities                          
                                                         
  Cash flows from investing activities:        
   Refund of restricted deposits               241       130 
   Proceeds from sale of property and        2,648     2,709 
   equipment
   Purchases of property and equipment      (2,014)  (11,015)
   Collection (issuance) of notes              514      (824)
   receivable
 Net cash provided by (used in)              1,389    (9,000)
 investing activities
                                                           
 Cash flows from financing activities:                     
 Net (repayment) proceeds under            (11,417)    9,242 
 revolving credit agreement
 Repayment of long-term debt                (8,574)   (4,817)
 Proceeds from issuance of long-term         7,881     6,632 
 debt
 Payment of deferred loan  costs               (80)       - 
 Net cash (used in) provided by            (12,190)   11,057 
 financing activities
                                                           
 Increase (decrease) in cash and cash                       
 equivalents                                 5,862       (1)
 Cash and cash equivalents, beginning of     1,468      643 
 period
 Cash and cash equivalents, end of         $ 7,330   $  642 
 period
                                                           
 Supplemental cash flow information:                       
   Cash paid during the period for:                        
                                                           
  Interest (net of $315,000 capitalized    $ 7,420   $ 6,857 
 in 1996)
                                                           
  Income tax payments                      $    57   $    51 


              See accompanying notes to the consolidated 
                         financial statements.                                


                                
                           TRISM, INC.
           Notes to Consolidated Financial Statements
                           (Unaudited)


  1.  Accounting Policies

  The 1996 Annual Report on Form 10-K for TRISM, Inc. includes  a
  summary  of significant accounting policies and should be  read
  in  conjunction  with this Form 10-Q.  The statements  for  the
  periods  presented  are  condensed  and  do  not  contain   all
  information   required   by   generally   accepted   accounting
  principles   to  be  included  in  a  full  set  of   financial
  statements.   In  the  opinion of management,  all  adjustments
  (consisting of only normal recurring adjustments) necessary  to
  present  fairly the financial position as of June 30, 1997  and
  December 31, 1996 and the results of operations and cash  flows
  for  the  periods  ended June 30, 1997 and  1996,  respectively
  have  been included.  The results of operations for any interim
  period  are  not  necessarily  indicative  of  the  results  of
  operations to be expected for the entire year.
  
  2.  Accounting Pronouncements

  In  February  1997,  the Financial Accounting  Standards  Board
  issued  SFAS No. 128, Earnings per Share (SFAS No. 128),  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.
  
  3. Corporate Restructuring

  In  February  1997,  the  Company announced  an  organizational
  restructuring  to  consolidate certain sales,  operations,  and
  administrative functions and reengineer business  processes  to
  reduce  overhead  and increase operational efficiency.   During
  the  first  quarter of 1997, the Company recorded a $3  million
  restructuring  charge for the estimated costs  associated  with
  the  termination  of  certain employees of  $1.5  million,  the
  closing  of  unproductive  facilities  of  approximately   $0.6
  million  and  the  remainder for outside consultant  and  other
  costs.  As  of  June 30, 1997, restructuring expenses  of  $1.3
  million reduced the original provision.
  
  4.  Long-Term Debt

  In December 1996, the Company temporarily increased the maximum amount
  of  its  revolving  credit facility to $25  million  (Facility)
  The  Facility provides for the issuance of standby  letters  of
  credit  which  reduce  the availability of  cash  advances  and
  amounted to approximately $9.0 million as of June 30, 1997.

  On  July 15, 1997, the Company refinanced its Facility  with  a
  $45.0  million  credit line (Revolver).  The  proceeds  of  the
  Revolver  were  used  to  retire  the  Facility  loan  and  are
  available   for  the  Company's  working  capital  needs.   The
  Revolver  matures July 15, 2000 and contains provisions  for  a
  letter of credit subline of $15 million, bears interest at  the
  Prime  rate  plus .25% or LIBOR plus 2.25%, and is  secured  by
  accounts   receivable.  The  Revolver  also  includes   certain
  covenants  applicable  once  availability  under  the  Revolver
  falls below certain levels.

  5.  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  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.   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.
  
  The  Company  is  a  defendant  in  one  additional  litigation
  pending  in  the  Circuit Court of Jefferson  County,  Alabama.
  The  case  is  captioned  Roy  A. Reese  v.  Trism  Specialized
  Carriers, Inc. and Tri-State Motor Transit Co.  It arises  from
  a  lease  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.  All other claims for damages were found  in
  favor of the defendant (TRISM).
  
  Plaintiff  appealed  to the Court of Civil Appeals  of  Alabama
  and,  on  July  11, 1997, that court reversed the  lower  court
  ruling and remanded the case for a new trial.  Trism has  filed
  an  Application for Rehearing, and is prepared to appeal to the
  Alabama  Supreme  Court to protect the original  jury  verdict.
  The  Company  believes  that it will  again  prevail  should  a
  second trial become necessary.

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

  Item 2.   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  this  Form  10-Q 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.   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.  The following discussion and analysis  should
  be   read   in  conjunction  with  the  Company's  Consolidated
  Financial Statements and notes for the year ended December  31,
  1996 and period ended June 30, 1996.


 Results of Operations

 The following table sets forth the percentage change between
 periods of certain revenue and expense items.
     
                     Three Months Ended           Six Months Ended         
                           June 30                     June 30
 Percentage of                                            
 Revenue Basis:        1997   1996   Variance    1997   1996   Variance
                                                          
 Revenue               100%    100%       -      100%   100%         -
                                                 
 Operating                                                      
 Expenses:                                     

   Salaries, wages and                                    
    fringe benefits   35.2%    36.1%    0.9%    35.7%  36.7%       1.0%   

   Purchased                                                 
    transportation    18.9%    17.6%   (1.3%)   18.9%  18.3%      (0.6%)      

   Operating supplies                                                 
    and expenses      14.4%    15.1%    0.7%    14.9%  15.2%       0.3%   

   Operating taxes                                           
    and licenses       8.8%     9.2%    0.4%     8.9%   9.4%       0.5%    

   Depreciation and                                          
    amortization       5.8%     6.7%    0.9%     6.0%   7.0%       1.0%

   General supplies                                          
    and expenses       5.2%     5.6%    0.4%     5.4%   5.7%       0.3%
   
   Claims and          3.6%     3.2%   (0.4%)    3.7%   3.2%      (0.5)%      
    insurance 

   Communication                                                              
    and utilities      1.6%     1.9%    0.3%     1.7%   2.0%       0.3%

   Loss (gain) on                                            
    sale of assets     0.2%     0.1%   (0.1%)    0.3%     -       (0.3%)
                                 
   Restructuring                 
    charge               -        -       -      1.9%     -       (1.9%)

     Total               
      Operating          
      Expenses        93.7%    95.5%    1.8%    97.4%  97.5%       0.1%
                                                             
 Income from           6.3%     4.5%    1.8%     2.6%   2.5%       0.1%
  operations

 Interest and         
   other, net          4.6%     4.3%   (0.3%)    4.8%   4.7%      (0.1%)

 Income tax expense                                          
  (benefit)            0.6%    (0.4%)  (1.0%)   (0.6%) (1.1%)     (0.5%)
                                                             
 Net earnings                                              
  (loss)               1.1%     0.6%    0.5%    (1.6%) (1.1%)     (0.5%)

Operating Revenue

Operating  revenues increased $2.1 million,  or  2.7%,  from  the
second  quarter 1996 to 1997  and $6.8 million, or 4.5% from  the
six  month  period  ended 1996 to 1997.  The  loaded  mile  ratio
improved  .2%  from 1996 to comparable periods in  1997  and  the
loaded  rate  per  mile improved $.04 and $.06  from  the  second
quarter  1996 and six month period ended June 1996, respectively.
Operating revenue between periods includes the following (000's):

                     Quarter Ended June 30    Six Months Ended June 30
                             1997    1996        1997     1996 
                                                               
                                                                    
 Market
                                                                    
 Heavy Haul               $49,161    47,608      92,926     92,187 
 Secured                   28,324    23,806      54,234     46,923 
 Transport                  4,175     8,895      11,529     16,637 
 Logistics                  2,665     1,669       5,840      2,903 
 Elimination's and                                             
 Other                     (2,985)   (2,750      (5,456)    (6,382)

                          $81,340    79,228     159,073    152,268 
                                                  

Operating Income

Operating  income  for  the 1997 second quarter  increased  43.3%
over  1996  and 6.4% for the six months ended June 1997  compared
to  1996.   The  quarterly operating expense ratio improved  1.8%
from  the  second quarter 1996.  The six month operating  expense
ratio  decreased  by 2.0% excluding the $3 million  restructuring
charge in the first quarter of 1997.

The  improved  operating results in 1997  for  the  Company  were
primarily  driven by the improved performance at  Secured  offset
by lower results at Transport and the restructuring charge.

The   improvement  at  Secured  is  primarily  due  to   improved
conditions   in  the  munitions  market,  implementation   of   a
commercial  explosives market initiative and improved pricing  in
the  environmental  services market  as  a  result  of  the  1996
acquisition  of  the special commodities division  of  J.B.  Hunt
Transport, Inc.

Transport  operating  income  continues  to  decline  due  to   a
shutdown of its western division and a voluntary 28% decrease  in
tractors.   The  Company  is continuing  its  efforts  to  remove
itself  from  this market and the administrative  and  operations
functions were consolidated into Heavy Haul in April 1997.

1997   operating  income  results  for  all  other  markets   are
materially consistent with 1996 results.

Operating income between periods includes the following (000's):

                      Quarter Ended June 30     Six Months Ended June 30
                             1997      1996         1997       1996 
                                                                    
 Market
                                                                    
 Heavy Haul                $3,786     3,865        5,845       5,183 
 Secured                    3,057       643        5,004         840 
 Transport                   (705)       (9)      (1,451)       (500)
 Logistics                     88        10          200         (58)
 Restructuring charge           0         0       (3,000)          0 
 Elimination's and                                
 Other                     (1,108)     (937)      (2,531)     (1,642)

                           $5,118     3,572        4,067       3,823 

Operating and Other Expenses

Salaries, wages and fringe benefits dropped .9% and 1% of revenue
from  the  quarter and six month period ended June  1996  to  the
corresponding periods in 1997.  The improvement resulted  from  a
$.4  million and $.6 million reduction in non-driver compensation
for  the  1997 quarter and six month period and leveraging  these
costs over a larger revenue base.

Purchased  transportation increased 1.3% and .6% of  revenue  for
the  quarter and six month period ended June 30, 1997  and  1996,
respectively, as a result of increased brokerage expenses of  .5%
of  revenue.   In addition, operating lease expense increased  in
1997  as  a result of financing new and replacement tractors  and
trailers  with operating leases in 1996.  The foregoing  increase
in  operating  lease expense is partially offset by  a  favorable
reduction in depreciation expense over the same time periods.

Operating  supplies  decreased .7% and .3% of  revenue  from  the
quarter  and  six month period ended 1996 to 1997,  respectively.
The  reduction  in  operating supplies for the  1997  quarter  is
attributed  to  an improvement in fleet fuel efficiency  of  5.58
miles per gallon in 1996 as compared to 5.68 miles per gallon  in
1997  as  well as a reduction in the per gallon cost of  fuel  of
$1.20  in  1996  as  compared to $1.14 in  1997.   The  favorable
results in the 1997 second quarter offset unfavorable fuel trends
experienced in the first quarter.

In   February  1997,  the  Company  announced  an  organizational
restructuring  to  consolidate  certain  sales,  operations   and
administrative functions.  During the first quarter of 1997,  the
Company  recorded  a  $3  million restructuring  charge  for  the
estimated  costs  associated  with  the  termination  of  certain
employees, engagement of an outside consultant and the closing of
unproductive  facilities.   As of June  30,  1997,  restructuring
expenses of $1.3 million reduced the original provision.

Interest expense is consistent in the 1996 and 1997 time  periods
due to similar debt levels and terms.

The  effective  income tax rates for the second quarter  and  six
months  ended  June  30,  1997, of  approximately  35%  and  28%,
respectively,  decreased from the corresponding periods  in  1996
due to the effect of non-deductible items and projected operating
results for the remainder of the year.

Liquidity and Capital Resources
     
Net  cash  provided  by operating activities increased  by  $18.7
million  in the six months ended June 1997 as compared  to  1996.
This increase is primarily due to improved income from operations
and  a  decrease in accounts receivable created by an improvement
in the collection period.

In  1997  the Company repaid scheduled debt obligations  of  $8.6
million  and  reduced  borrowings  under  the  revolving   credit
facility by $11.4 million.  The Company received proceeds of $7.9
million under certain sale-leaseback arrangements which were used
to refinance certain outstanding indebtedness.

The  Company estimates 1997 capital expenditures of approximately
$22  million primarily related to the replacement of tractors and
trailers.   Proceeds from the sale of the replaced  equipment  is
expected  to approximate $4.3 million.  The Company has financing
commitments for all of its anticipated capitalized expenditures.

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

In  December 1996, the Company temporarily increased the  maximum
amount   of   its  revolving  credit  facility  to  $25   million
(Facility).  The  Facility provides for the issuance  of  standby
letters  of credit which reduce the availability of cash advances
and amounted to approximately $9.0 million as of June 30, 1997.

On July 15, 1997, the Company refinanced its Facility with a $45.0
million  credit  line (Revolver).  The proceeds of  the  Revolver
were  used to retire the Facility loan and are available for  the
Company's  working capital needs. The Revolver matures  July  15,
2000  and  contains provisions for a letter of credit subline  of
$15  million, bears interest at the Prime rate plus .25% or LIBOR
plus  2.25%, and is secured by accounts receivable. The  Revolver
also  includes  certain  covenants applicable  once  availability
under the Revolver falls below certain levels.

Accounting Pronouncements

In  August 1997, the Financial Accounting Standards Board  issued
SFAS  No.  128,  Earnings per Share (SFAS  No.  128),  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.

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.

                                
                   PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

  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  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.   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.
  
  The  Company  is  a  defendant  in  one  additional  litigation
  pending  in  the  Circuit Court of Jefferson  County,  Alabama.
  The  case  is  captioned  Roy  A. Reese  v.  Trism  Specialized
  Carriers, Inc. and Tri-State Motor Transit Co.  It arises  from
  a  lease  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.  All other claims for damages were found  in
  favor of the defendant (TRISM).
  
  Plaintiff  appealed  to the Court of Civil Appeals  of  Alabama
  and,  on  July  11, 1997, that court reversed the  lower  court
  ruling and remanded the case for a new trial.  Trism has  filed
  an  Application for Rehearing, and is prepared to appeal to the
  Alabama  Supreme  Court to protect the original  jury  verdict.
  The  Company  believes  that it will  again  prevail  should  a
  second trial become necessary.

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


Item 4. Submission of Matters to a Vote of Security Holders

   (a) The date of the annual meeting was May 13, 1997.
   (b) Not required 
   (c) The following matters were voted on at the meeting:
   
     (1) The following persons were nominated and elected to serve as
         directors of Trism, Inc.:

                        Affirmative     Votes      Broker 
      Name                 Votes       Withheld   Abstentions  Nonvotes
        
  James M. Revie         4,474,609     141,386        -           -
  Julian H. Gingold      4,476,079     139,914        -           -
  Virgil Conway          4,476,026     139,967        -           -
  James F. Higgins       4,476,207     139,786        -           -
  William M. Legg        4,476,026     139,967        -           -
  John L. Ray            4,476,207     139,786        -           -
        
        
      (2)  The appointment of Coopers & Lybrand, independent accountants, 
           was ratified by the following vote:

        Affirmative      Negative                       Broker
          Votes            Votes      Abstentions       Nonvotes

         3,985,093       16,068         614,832           -


Item 6. Exhibits and Reports on Form 8-K

       A. Exhibits
       
       The following exhibit is filed as part of this report
       
       Designation                     Nature of Exhibit
       
             11                        Computation of earnings
                                       per Common Share
       
       B. Reports on Form 8-K

        During the quarter covered by this report there were no
        reports on Form 8-K filed.

        Items 2, 3 and 5 of Part II were not applicable and have
        been omitted.


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




                                      By:/s/James G. Overley
                                      James G. Overley
                                      Senior Vice President of
                                      Finance, Chief Financial
                                      Officer and Treasurer


                                
                                
                                
                                
Date:August 14, 1997
                                
                                
                                
                                
                                
                                


















                                
                           TRISM, INC.
                                
                          Exhibit Index

                                                                 Page
  Exhibit Number    Description                                 Number

   11               Computation of earnings per common share      14












                                                       EXHIBIT 11
                           TRISM, INC.
            COMPUTATION OF EARNINGS PER COMMON SHARE
            (In thousands, except per share amounts)
                           (Unaudited)
                                
                                
                                  Three Months          Six Months
                                  Ended June 30        Ended June 30
                                 1997       1996       1997       1996       
                                
Net earnings (loss)            $  897     $  507      $(2,509)   $(1,691)

Weighted average number of      
shares                            
                                                            
  Primary:                                                        
   Average common shares        5,737      5,733        5,737      5,733 
   outstanding
 Common share equivalents                                
   resulting from assumed           
   exercise of stock options        -          1            -          1
                                    
                                5,737      5,733        5,737      5,734
                                                                       
  Fully diluted:                                                      
   Average comon shares                                                    
   outstanding                  5,737      5,733        5,737      5,733
                                                                       
   Common share equivalents                                
   resulting from assumed                                                    
  exercise of stock options        -          1            -          1
                                                                       
                                5,737      5,734        5,737      5,734
                                                                  
Earnings (loss) per common          
share:
 Primary                         $.16       $.09        $(.44)     $(.29)
 Fully Diluted                   $.16       $.09        $(.44)     $(.29)
                                                                  
                                
Primary earnings (loss) per common share are computed by dividing
net  income  (loss), after deduction of undeclared  dividends  on
redeemable  preferred stock, by the weighted  average  number  of
common  shares  and  common share equivalents outstanding  during
each  presented  period.  Common share equivalents  are  computed
using  the  treasury  stock  method.  Under  the  treasury  stock
method,  an average market price is used to determine the  number
of  common  share  equivalents for primary  earnings  (loss)  per
common  share.   The higher of the average or the end  of  period
market  price  is  used to determine the number of  common  share
equivalents for fully diluted earnings (loss) per common share.



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<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                           7,330
<SECURITIES>                                         0
<RECEIVABLES>                                   53,117
<ALLOWANCES>                                     2,795
<INVENTORY>                                      1,641
<CURRENT-ASSETS>                                85,548
<PP&E>                                         172,904
<DEPRECIATION>                                  59,934
<TOTAL-ASSETS>                                 220,494
<CURRENT-LIABILITIES>                           43,925
<BONDS>                                        138,595
                                0
                                          0
<COMMON>                                            59
<OTHER-SE>                                      26,182
<TOTAL-LIABILITY-AND-EQUITY>                   220,494
<SALES>                                              0
<TOTAL-REVENUES>                                81,340
<CGS>                                                0
<TOTAL-COSTS>                                   76,222
<OTHER-EXPENSES>                                  (86)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               3,825
<INCOME-PRETAX>                                  1,379
<INCOME-TAX>                                       482
<INCOME-CONTINUING>                                897
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       897
<EPS-PRIMARY>                                      .16
<EPS-DILUTED>                                      .16
        

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