TRISM INC /DE/
10-Q, 1998-05-14
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 March 31, 1998
                                
                               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
     (State or other jurisdiction of incorporation or organization)

               13-3491658
     (I.R.S. Employer 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.

     [ X ] Yes      [    ] No

As of April 30, 1998, 5,702,337 shares of TRISM, Inc.'s common stock, par 
value $.01 per share, were outstanding.
<PAGE>


                           TRISM, INC
                                
                        TABLE OF CONTENTS
                                
          ITEM                                            PAGE

Part I    FINANCIAL INFORMATION

Item 1.   Financial Statements                             3
Item 2    Management's Discussion and Analysis of          8
          Financial Condition and Results of Operations


Part II   OTHER INFORMATION

Item 1.   Legal Proceedings                               7
Item 6.   Exhibits and Reports on Form 8-K               14
<PAGE>

ITEM 1. FINANCIAL STATEMENTS                   (In thousands, unaudited)
            TRISM, Inc. - CONSOLIDATED BALANCE SHEETS
           As of March 31, 1998 and December 31, 1997

                                             Mar. 31, 1998   Dec. 31, 1997
   ASSETS                                                             
   Current assets:                                                    
    Cash and cash equivalents                  $   8,009        6,271 
    Restricted cash and insurance deposits           994        1,010 
    Accounts receivable, net of allowance for                          
    doubtful accounts of $1,744 and $2,070 for
    1998 and 1997, respectively                      42,816       44,076
    Materials and supplies                            1,425        1,643 
    Prepaid expenses                                 17,219       18,418 
    Deferred income taxes                             3,100        3,789 
        Total current assets                         73,563       75,207 
                                                                      
   Property and equipment, at cost                  181,507      184,232 
   Less: Accumulated depreciation and amortization  (65,400)     (62,428)
          Net Property and Equipment                116,107      121,804 
                                                                      
   Intangibles, net                                  18,523       18,685 
   Other                                              2,337        3,128 
           Total assets                           $ 210,530      218,824 
                                                                      
   LIABILITIES AND STOCKHOLDERS' EQUITY                               
   Current liabilities:                                               
    Accounts payable                              $   8,718       11,859 
    Bank overdraft                                    4,548        4,796 
    Accrued expenses and insurance reserves          16,768       13,733 
    Current maturities of long-term debt:                             
     Principal payments                              11,688       13,025 
     Residual obligations on equipment debt           8,245        8,696 
        Total current liabilities                    49,967       52,109 
                                                                      
   Long-term debt, less current maturities          133,637      135,833 
   Insurance reserves                                 5,301        5,423 
   Deferred income taxes                                515        2,314 
        Total liabilities                           189,420      195,679 
                                                                       
   Commitments and contingencies
     Stockholders' equity:                                              
      Common stock; $.01 par; 10,000 shares                             
       authorized; issued 5,903 shares at March 31,
       1998 and December 31, 1997                        59           59
      Additional paid-in capital                     37,327       37,327 
      Loans to stockholders                            (368)        (368)
      Accumulated deficit                           (14,271)     (12,324)
    Treasury stock, at cost, 201 and 166 shares
    at March 31, 1998 and December 31, 1977          (1,637)      (1,549)
     Total stockholders' equity                      21,110       23,145 
     Total liabilities and stockholders' equity   $ 210,530      218,824 
                                  
        See accompanying notes to consolidated financial statements.
<PAGE>

ITEM 1.    FINANCIAL STATEMENTS, Continued

                           TRISM, INC.
              CONSOLIDATED STATEMENTS OF OPERATIONS
       For the three months ended March 31, 1998 and 1997
       (In thousands, except per share amounts, unaudited)
                                
                                                                     
                                                 1998          1997
                                                                     
   Revenues                                        $  72,129     77,733 
                                                                     
   Operating expenses:                                               
    Salaries, wages and fringe benefits               28,023     28,331 
    Operating supplies and expenses                   10,916     12,084 
    Operating taxes and licenses                       6,591      7,057 
    Contractor equipment                               5,301      4,213 
    Depreciation and amortization                      5,049      4,724 
    Brokerage carrier expense                          4,624      6,814 
    General supplies and expenses                      3,562      4,344 
    Revenue equipment rents                            3,211      3,777 
    Claims and insurance                               2,426      2,862 
    Communications and utilities                       1,273      1,396 
    Loss on disposition of assets                        417        183 
    Restructuring expenses                                 -      3,000 
     Total operating expenses                         71,393     78,785 

    Operating income (loss)                              736     (1,052)

    Interest expense and other, net                    3,732      3,814 

    Loss before income taxes                          (2,996)    (4,866)

    Income tax benefit                                 1,049      1,460 

    Net loss                                        $ (1,947)    (3,406)

    Basic loss per share                            $  (.34)       (.59)
                                                                     
    Diluted loss per share                          $  (.34)       (.59)

    Weighted average number of shares used in        
     computation of basic and diluted loss per share   5,725       5,737
                                                                     
  See accompanying notes to consolidated financial statements.

<PAGE>  
  
ITEM  1. FINANCIAL STATEMENTS, Continued     (In thousands, unaudited)

       TRISM, Inc. - CONSOLIDATED STATEMENTS OF CASH FLOWS
       For the three months ended March 31, 1998 and 1997

                                                            1998      1997  
   Cash flows from operating activities:                              
    Net loss                                          $   (1,947)  (3,406)
    Adjustments to reconcile net loss to net cash 
     provided by operating activities:
    Depreciation and amortization                          5,242      4,893 
    Loss on disposition of assets                            417        183 
    Provision for losses on accounts receivable              223        329 
    Deferred gain on sale-leaseback                          (65)         - 
    Restructuring charge                                       -      3,000 
    Deferred  income taxes                                 (1,110)   (1,460)
    Changes in assets and liabilities:                                   
     Accounts receivable                                    1,212     6,240
     Prepaid expenses                                       1,199       648 
     Accrued expenses and insurance reserves                3,212     4,410 
     Accounts payable                                      (3,141)   (2,752)
     Other                                                    (81)     (392)
      Net cash provided by operating activities             5,161    11,693 
   Cash flows from investing activities:                          
    
    Proceeds from sale of assets                            2,643     1,726 
    Purchases of property and equipment                      (411)     (563)
    Proceeds from sale-leaseback                                -     2,504 
    Collection of notes receivable                            688       546 
    Refund of restricted deposits                              16       178 
    Contingent acquisition payments                          (200)        - 
        Net cash provided by investing activities           2,736     4,391 

   Cash flows from financing activities:                              
    Net proceeds (repayment) under revolving
     credit agreement                                       1,239   (11,635)
    Repayment of long-term debt and capital
     lease obligations                                     (7,062)   (5,402)
    Decrease in bank overdrafts                              (248)        - 
    Purchase of treasury stock                                (88)        - 
        Net cash used in financing activities              (6,159)  (17,037)

   Increase (decrease) in cash and cash equivalents         1,738      (953)

   Cash and cash equivalents, beginning of period           6,271     1,468

   Cash and cash equivalents, end of period             $   8,009       515

   Supplemental cash flow information:                                
    Cash paid during the period for:                                  
    Interest (non-capitalized)                          $   1,317     1,222

    Income Taxes                                        $      61        21

    Capital lease equipment purchases and borrowings    $   1,839         -

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

                           TRISM, INC.
           Notes to Consolidated Financial Statements

ACCOUNTING POLICIES

The 1997 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 March 
30, 1998 and December 31, 1997 and the results of operations and cash flows 
for the periods ended March 30, 1998 and 1997, 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.

ACCOUNTING PRONOUNCEMENTS

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income."
SFAS No. 130 establishes standards for reporting and display of comprehensive
income and its components in the financial statements.  SFAS No. 130 is 
effective for the Company's fiscal year beginning January 1, 1998.
Reclassification of financial statements for earlier periods presented for 
comparative purposes is required.  The adoption of SFAS No. 130 had no impact
on the Company's consolidated results of operations, financial position or 
cash flows.

In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of 
an Enterprise and Related Information."  SFAS No. 131 establishes standards 
for the way that public business enterprises report information about 
operating segments in annual and interim financial statements.  It also 
establishes standards for related disclosures about products, services, and 
geographic areas.  SFAS No. 131 is required beginning with the Company's
1998 annual financial statements and prior period disclosures are required 
to be restated.  The Company is in the process of evaluating the disclosure 
requirements.  The adoption of SFAS No. 131 will have no material impact on 
the Company's consolidated results of operations, financial position or 
cash flows.

In February 1998, the FASB issued SFAS No. 132, Employers' Disclosure about 
Pensions and Other Post Retirement Benefits. SFAS No. 132 standardized the 
disclosure requirements for pensions and other post retirement benefits to 
the extent practical.  This standard is effective beginning with the 
Company's 1998 annual financial statements, and prior period disclosures are 
required to be restated.  Management is currently reviewing the provisions 
of SFAS No. 132 and does not believe that the Company's financial statements 
will be materially impacted by the adoption.
<PAGE>

Notes to Consociated Financial Statements, Continued

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 1997, the Company recorded total charges of $3.2 million
associated with the organizational restructuring.

LONG TERM DEBT

Revolving Credit Facility

On July 15, 1997, the Company refinanced its revolving credit facility 
("Facility") with a $45 million credit line (the "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 covenants applicable once 
Availability under the Revolver falls below $8 million for 10 consecutive 
business days.  Availability under the Revolver was approximately $14.5 
million at March 31, 1998, net of a reduction for outstanding letters of 
credit of approximately $11.4 million.  The foregoing letters of credit and
deposits totaling $1.0 million are furnished to insurance carriers for the 
estimated cost of self-insured claims and for premium payments as of 
March 31, 1998.

Senior Subordinated Notes

The Company's Senior Subordinated Notes ("Notes") bear interest at 10.75% 
payable on June 15th and December 15th of each year through December 15, 
2000.  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 1999 and 102.5% thereafter.  Through March 31, 1998, the 
Company has repurchased $5.3 million of the Notes at approximately face 
value of which $1.0 million of the notes were repurchased in the first
quarter of 1998.

CONTINGENCIES

Under the Comprehensive Environmental Responses, Compensation and Liability 
Act ("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. 
<PAGE>

Notes to Consociated Financial Statements, Continued

Although the Company has been identified as a "potentially responsible party" 
(PRP) at two sites, solely because of its activities as a transporter of 
hazardous substances, 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 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, 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 the Company 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 (the "Company").  
Plaintiff appealed to the Alabama Court of Civil Appeals which reversed and 
remanded the case on the legal argument that the jury had found both
defendants liable to plaintiff but only awarded damages ($47,000) to one 
defendant.  Both parties appealed the matter to the Alabama Supreme Court 
which granted a certiorari.  Briefs have been filed, and the Company is 
awaiting the decision of the Alabama Supreme Court.  The Company believes 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.
<PAGE>

Notes to Consociated Financial Statements, Continued

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS 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, 1997 and quarter ended March 31, 1998.

The following table summarizes certain financial information on a percentage 
of revenue basis for the three months ended March 31, 1998 and 1997.  
Reference to 1998 and 1997 apply to the three month period ended March 31, 
1998 and 1997, respectively.

PERCENTAGE OF REVENUE BASIS:             1998        1997      Variance  
Operating Revenue                       100.0       100.0            -     

Operating Expenses:                                                        
 Salaries, wages and fringe benefits     38.9        36.4          (2.5)
 Operating supplies and expenses         15.1        15.5            .4
 Operating taxes and licenses             9.1         9.1             -     
 Contractor equipment                     7.3         5.4          (1.9 )   
 Depreciation and amortization            7.0         6.1           (.9 )   
 Brokerage carrier expense                6.4         8.8           2.4     
 General supplies and expenses            4.9         5.6            .7     
 Revenue equipment rents                  4.5         4.9            .4     
 Claims and insurance                     3.4         3.7            .3     
 Communications and utilities             1.8         1.8             -     
 Loss on disposition of assets             .6          .2           (.4 )   
 Restructuring expenses                     -         3.9           3.9     
   Total operating expenses              99.0       101.4           2.4     

Income (loss) from operations             1.0        (1.4 )         2.4     
                                                                           
Interest and other, net                   5.2         4.9           (.3 )   
                                                                           
Loss before income taxes                  4.2         6.3           2.1     
                                                                           
Income tax benefit                        1.5         1.9           (.4 )   
                                                                           
    Net loss                              2.7         4.4           1.7     
<PAGE>
                                                                           
Notes to Consociated Financial Statements, Continued

OPERATING REVENUE

Operating revenue was approximately $72.1 million in 1998 compared to $77.7 
million in 1997.  Revenue per loaded mile improved to $1.77 in 1998 from 
$1.71 in 1997.  The foregoing rate improvement was offset by a decrease in 
the load ratio to 82.8% in 1998 compared to 84.2% in 1997.  Furthermore, 
total miles driven amounted to 45.3 million miles in 1998 compared to 48.4
million miles in 1997.  External factors impacting operating results were 
the Company's exit from the Commercial Flatbed market in 1997, softness in 
the Secured Materials market, and asset productivity in Heavy Haul primarily 
due to driver retention issues.

Operating revenues between the periods includes the following (in thousands):
                                
   MARKET                                       1998          1997   
                                                                     
  Heavy Haul (1)                              $ 48,779       51,119
  Secured Materials                             24,327       25,910 
  Trism Logistics                                2,314        3,175 
  Elimination's and other                       (3,291)      (2,471)
                                              $ 72,129     $ 77,733 

   (1)  Includes Commercial Flatbed results as if the consolidation
      into Heavy Haul occurred as of January 1, 1997.  Operating
      revenue for the Commercial Flatbed market amounted to
      approximately $7.4 million during the first quarter of 1997.
                                
OPERATING INCOME

Operating income (loss) between the periods includes the
following (in thousands):

   MARKET                                          1998         1997 
                                                                     
   Heavy Haul  (a)                             $   207          368
  Secured Materials                                331        1,469 
  Logistics                                        198          111 
  Restructuring charge                               -       (3,000)
     Operating income (loss)                   $   736       (1,052)
   Operating expense ratio (b)                    99.0%       101.4%

   (a) Includes Commercial Flatbed results as if the consolidation into
       Heavy Haul occurred as of January 1, 1997. The operating loss for
       the Commercial Flatbed market amounted to $.7 million during the
       first quarter of 1997.
      
   (b) The operating ratio represents operating expenses as a percentage
       of operating revenue.
<PAGE>
   
Notes to Consociated Financial Statements, Continued

Operating income was impacted by certain external business factors described 
in the Operating Revenue Section of this discussion.

Further, operating income for the three months ended March 31, 1998 was 
affected by positive profit contributions in comparison to 1997 as follows:  
(a) restructuring charges of $3.0 million recorded in 1997 with no 
corresponding adjustment in 1998; (b) lower fuel costs of $1.3 million due 
to a reduction in the per gallon cost of fuel from $1.21 in 1997 to $1.04 in
1998; (c) lower claims and insurance costs of $.4 million as a result of
favorable accident and claims experience; and (d) lower fixed freight 
expenses of approximately $1.4 million relating to reduced personnel and 
administrative expenses.

Offsets to the positive profit contribution variances impacting 1998 
operating income compared to 1997 resulted from: (a) higher driver and lease 
operator costs of $2.5 million due to an increase in driver compensation 
rates, lease operator miles of approximately .8 million, and driver recruit-
ing and advertising expenses; (b) higher maintenance charges of $.7 million 
resulting from an increase in the overall age of the tractor fleet; (c) 
higher loss on disposition of assets of $.2 million, primarily related to 
trailers previously used in Commercial Flatbed market; (d) higher escort and 
permit charges of $.5 million due to commodity mix changes; and (e) other, 
net expenditure increases of $.5 million.

OPERATING AND OTHER EXPENSES

Total operating expenses were approximately $71.4 million in 1998 as compared
to $78.7 million after a $3.0 million restructuring charge in 1997.  The 
following expense categories increased or decreased significantly as a 
percentage of revenue between the periods:

Salaries, wages and fringe benefits increased 2.5% from the first quarter 
ended 1997 to 1998.  The increase is due to driver compensation increases, 
net of a reduction in non-driver compensation as a result of the 
restructuring effort.

Operating supplies and expenses decreased .4% from the first quarter ended 
1997 to 1998.  The improvement resulted from reduced fuel expenditures offset
by an increase in maintenance expenditures due to the increasing age of the 
tractor fleet.

Contractor equipment expenses increased 1.9% from the first quarter ended 
1997 to 1998 due to an increase in overall lease operator rates and an 
increase in the number of miles that the Company used lease operators from 
4.0 million miles in 1997 to 4.8 million miles in 1998.
<PAGE>

Notes to Consociated Financial Statements, Continued

Revenue equipment rental expenditures decreased .4% due to the maturity of 
certain operating equipment leases and a result of financing new tractors and
trailers primarily with capital leases throughout 1997 and the first quarter 
of 1998.  The change in mix of owned tractors and trailers versus operating
lease equipment caused an increase in depreciation and interest charges as a
percentage of revenue of .9% and .3%, respectively.

Brokerage expenses decreased 2.4% consistent with a decrease in brokerage 
revenue of $2.4 million between the periods.

General supplies and expenses decreased .7% due to lower professional fees 
and uncollectable revenue reserves offset by increased charges for driver 
recruiting and advertising.

Loss on disposition of assets increased $.2 million, or .4% primarily related
to the sale of trailers previously used in the Commercial Flatbed market.

Restructuring charge of $3.0 million was recorded in the first quarter of 
1997 with no corresponding adjustment in 1998.

Income tax benefit was $1.1 million for the quarter ended 1998 compared to 
$1.5 million in 1997 resulting in an effective tax rate of 35% and 30%, 
respectively.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $5.2 million in 1998 compared 
to $11.7 million in 1997.  The decrease is due to lower operating income, net
of the restructuring charge and reduced gross collection amounts on accounts 
receivable due to lower sales.  The accounts receivable turnover improved to 
51 days in 1998 compared to 57 days in 1997.

Net cash provided by investing activities was $2.7 million in 1998 compared 
to $4.4 million in 1997.  The decrease in investing activity cash is 
attributed to a reduction in sale-leaseback proceeds of $2.5 million used to 
repay existing indebtedness associated with the acquisition of J.B. Hunt 
Special Commodities Division.

Net cash used in financing activities was $6.2 million in 1998 compared to 
$17.1 million in 1997.  The decrease in cash from financing activities 
related to net borrowings under the Company's revolving credit line of $1.2 
million in 1998 versus net repayments under the credit line of $11.6 million
in 1997. Furthermore, the Company repaid long-term debt, capital lease
obligations, and note payments of approximately $7.1 million in 1998 compared
to $5.4 million in 1997. 
<PAGE>

Notes to Consociated Financial Statements, Continued

CAPITAL REQUIREMENTS

The Company estimates 1998 capital expenditures for tractor and trailer of 
approximately $45 million, net of $2 million from the sale of replaced 
equipment.  The Company has obtained finance commitments for the majority of 
its needs during 1998. In addition, residual obligations of approximately 
$8.2 million primarily relating to certain capital lease obligations will
mature in the next twelve months, and the Company will have the option to 
either purchase the revenue equipment for the residual amount, sell the 
equipment and repay the residual, or return the equipment to the lessor at 
the end of the lease term.

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.

YEAR 2000 POSITION STATEMENT

The Company has considered the potential impact of the year 2000 to its 
computer systems.  The year 2000 problem arises as a result of the year being
entered as a two-digit number rather than four to define the applicable year.
In the Company's AIX-based operating environment, all dates are converted to 
a five-digit number, which is a count of the number of days since
December 31, 1969.

Further, the system interprets all dates as a future year rather than a prior
year, thus 2000 will not be interpreted as 1900. The Company believes that 
this construct eliminates any serious year 2000 problems and leaves only some
minor clean-up work to be done so that representations of the date in any 
report where the 1900 portion of the date might be assumed are corrected to
reflect 2000.

The Company plans a full system test during calendar year 1998, and 
 anticipates that it will not be required to engage outside consultants to 
attain compliance, and any costs associated with attaining compliance will 
not be material.  The Company plans to load a copy of all of its production 
applications, its database system software, the current release of AIX and 
copies of live data for testing.  Key factors to be tested include: proper
recognition of dates in 1999 for date; arithmetic and proper program logic; 
proper recognition and use of dates crossing the century year from 1999 to 
2000; and proper recognition and use of dates for February 29, 2000.
<PAGE>


Notes to Consociated Financial Statements, Continued

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.

The Company uses forward purchase commitments to reduce its exposure to 
fluctuations in fuel prices by entering into short-term fuel price agreements
for the actual delivery of fuel. These agreements, which settle monthly, fix 
the price of fuel for approximately .8 million gallons of the Company's 
estimated usage during the fourth quarter of 1998.  The Company recognizes an
expense or benefit on these agreements in the period in which the fuel is used.
<PAGE>


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.

<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:/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:     May 14, 1998

<PAGE>   
                             
                                
                                
                           TRISM, INC.
                                
                                
                                
                          EXHIBIT INDEX
                                
                                
EXHIBIT NUMBER           DESCRIPTION                       PAGE
                                                          NUMBER

   11             Computation of basic and diluted
                  earnings Per common share                 15
<PAGE>
                         
                         
                                                      EXHIBIT  11
                                
                           TRISM, INC.
   Computation of Basic and Diluted Earnings Per Common Share
       (In thousands, except per share amounts, unaudited)


                                                Three Months Ended    
                                                    March 31,        
                                                                     
                                                   1998         1997 
                                                                     
   Net loss                                    $  (1,947)     (3,406)
                                                                     
   Weighted average number of shares                      
                                 
     Basic:
      Average common shares outstanding            5,725       5,737
                                                                     
     Diluted:                                                        
      Average common shares outstanding            5,725       5,737 
      Common share equivalents resulting                             
      From Assumed exercise of stock                  -           -
        options
                                                                     
                                                   5,725       5,737 
                                                                     
   Loss per common share:                                            
     Basic                                    $     (.34)       (.59)
     Diluted                                  $     (.34)       (.59)
                                                                     

Earnings (Loss) Per Share

Basic earnings (loss) per share excludes dilution and is computed by dividing
net earnings (loss) by the weighted average number of common shares outstand-
ing.  Common shares outstanding include issued shares less shares held in 
treasury.  Diluted earnings per share reflect the potential dilution that 
could occur if securities or other contracts to issue common stock were
exercised or converted into common stock (common stock equivalents).  Diluted
earnings per share is calculated by dividing net income by the sum of the 
weighted average number of common shares outstanding and dilutive common 
stock equivalents at the end of each reporting period.  Common stock 
equivalents are excluded from the diluted calculation if a net loss was
incurred for the period as these transactions are anti-dilutive.
<PAGE>


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                            8009
<SECURITIES>                                         0
<RECEIVABLES>                                    44560
<ALLOWANCES>                                      1744
<INVENTORY>                                       1425
<CURRENT-ASSETS>                                 73563
<PP&E>                                          181507
<DEPRECIATION>                                   65400
<TOTAL-ASSETS>                                  210530
<CURRENT-LIABILITIES>                            49967
<BONDS>                                         133637
                                0
                                          0
<COMMON>                                            59
<OTHER-SE>                                       21051
<TOTAL-LIABILITY-AND-EQUITY>                    210530
<SALES>                                              0
<TOTAL-REVENUES>                                 72129
<CGS>                                                0
<TOTAL-COSTS>                                    71393
<OTHER-EXPENSES>                                 (160)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                3892
<INCOME-PRETAX>                                 (2996)
<INCOME-TAX>                                      1049
<INCOME-CONTINUING>                             (1947)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    (1947)
<EPS-PRIMARY>                                    (.34)
<EPS-DILUTED>                                    (.34)
        

</TABLE>


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