10-K/A

                      Securities and Exchange Commission
                            Washington, D.C. 20549

                                  Form 10-K/A

(X) Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (Fee Required)

For the fiscal year ended December 31, 1994

( ) Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (No Fee Required)

For the transition period _____________ to ________________

Commission file number 0-14781


                               M.S. Carriers, Inc.              
              (Exact name of Registrant as specified in its charter)
                                    
         Tennessee                                     62-1014070
(State or other jurisdiction of                     (I.R.S. Employer  
incorporation or organization)                  Identification Number)    

   
3171 Directors Row, Memphis, TN                        38116
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code:  901/332-2500

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

             Common Stock, $.01 Par Value
   
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 periods that the Registrant was required to filed
such reports), and (2) has been subject to such filing requirements
for the past 90 days.    Yes  (X)      No        

The aggregate market value of the voting stock held by non-
affiliates of the registrant as of March 7, 1995:
  
  Common Stock, $.01 par value  $321,957,500

The number of shares outstanding of the Registrant's common stock
as of March 7, 1995:
  
  Common Stock, $.01 par value 12,878,300 shares

Documents Incorporated by Reference

Portions of the Proxy Statement for the annual shareholders
meeting to be held May 5, 1995 are incorporated by reference into
Part III.


             
             
                    Statement of Purpose 
             for Filing Amendment to Form 10-K


The purpose of this amendment is to include the Financial Data Schedule 
(Exhibit 27) which was omitted from the original Form 10-K.  In accordance
with this amendment, Item 14 and the Index of Exhibits have been revised 
to reflect the addition of Exhibit 27.



Item 14. Exhibits, Financial Statements and Reports on Form 8-K

(a)(1) and (2) -- The response to this portion of Item 14 is
                  submitted as a separate section of this report.

 (3) Listing of Exhibits
  
      Exhibit
      Number

       3A    Restated Charter of M.S. Carriers, Inc.*
       3B    Amended By-Laws of M.S. Carriers, Inc.*
       10A   Industrial Development Loan Agreement dated as of
             July 26, 1984 between M.S. Carriers, Inc. and The
             Industrial Development Board of the City of Memphis
             and County of Shelby, Tennessee*
       10B   Incentive Stock Option Plan and Agreements*
       10C   Amendment to Incentive Stock Option Plan*
       10D   Restricted Stock Purchase Agreements*
       10E   Amendments to Restricted Stock Purchase Agreements*
       10F   Employment Agreements*
       10G   Matched Stock/Savings Plan*
       10H   Incentive Compensation Plan**
       11    Statement regarding: Computation of Per Share
             Earnings
       22    List of Subsidiaries
       27    Financial Data Schedule

       * Incorporated by references from exhibits to the
         Registrant's Registration Statement on Form S-1
         (Registration Number 33-12070).


      ** Incorporated by reference from Exhibit to the
         Registrant's Annual Report on Form 10-K for the year ended
         December 31, 1989.

(b) Reports on Form 8-K
  
  No reports on Form 8-K were filed during the last quarter of
  1994.

(c) Exhibits - The response to this portion of Item 14 is submitted
               as a separate section of this report.

(d) Financial Statement Schedule - The response to this portion of Item 14 
                                   is submitted as a separate section of 
                                   this report.


                               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.

                           M.S. Carriers, Inc.
                              (Registrant)
                                    
                      By:  Michael S. Starnes
                           Chairman of the Board and President

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated.
       
  
Michael S. Starnes     Member of Board of Directors      May 3, 1995
                         and President 

Carl Mungenast        Member of Board of Directors       May 3, 1995
                         and Chief Operating Officer

James W. Welch        Member of Board of Directors       May 3, 1995
                         and Senior Vice President
                         -Marketing

M. J. Barrow          Member of Board of Directors       May 3, 1995
                         and Senior Vice President
                         -Finance and Secretary-
                         Treasurer

Gary L. Hardeman      Member of Board of Directors       May 3, 1995 
                         and Senior Vice President-
                         Operations 
       
Robert P. Hurt        Member of Board of Directors       May 3, 1995
                         and Vice President-
                         Maintenance

Jack H. Morris, III   Member of Board of Directors       May 3, 1995

Morris H. Fair        Member of Board of Directors       May 3, 1995

Dwight M. Bassett     Controller and Director of         May 3, 1995
                         Accounting


                         Index to Exhibits
                                  
                                   
     Exhibit                                                      Sequential
     Number              Description                             Page Number
            
       11            Statement regarding: Computation of           
                       Per Share Earnings                            36

       12            List of Subsidiaries                            37
     
       27            Financial Data Schedule                         38

EX-27

 

<ARTICLE>  5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1994, AND 
THE RELATED CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR 
DECEMBER 31, 1994, AND THE NOTES RELATED THERETO AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

       
                                        
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<CASH>                                      30,806,731
<SECURITIES>                                         0
<RECEIVABLES>                               33,819,999
<ALLOWANCES>                                   492,400
<INVENTORY>                                          0
<CURRENT-ASSETS>                            73,784,576
<PP&E>                                     293,712,157
<DEPRECIATION>                              95,019,410
<TOTAL-ASSETS>                             276,072,519
<CURRENT-LIABILITIES>                       44,894,173
<BONDS>                                     51,186,613
<COMMON>                                       128,783
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                 147,794,950
<TOTAL-LIABILITY-AND-EQUITY>               276,072,519
<SALES>                                              0
<TOTAL-REVENUES>                           292,882,828
<CGS>                                                0
<TOTAL-COSTS>                              263,222,357
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           1,801,981
<INCOME-PRETAX>                             28,006,484
<INCOME-TAX>                                10,856,000
<INCOME-CONTINUING>                         17,150,484
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                17,150,484
<EPS-PRIMARY>                                     1.31
<EPS-DILUTED>                                     1.31