EXHIBIT 99.2

              CHARTER OF THE COMPENSATION AND NOMINATING COMMITTEE
                            OF THE BOARD OF DIRECTORS

I.       PURPOSE

The Compensation and Nominating Committee of Allied Holdings, Inc. (the
"Company") shall carry out the overall responsibility of the Board of Directors
(the "Board") relating to executive compensation and shall provide assistance to
the Board in fulfilling its responsibilities to the shareholders by:

         -        Assisting the Board with respect to the Company's compensation
                  programs and compensation of the Company's executives;

         -        Producing an annual report of the Compensation and Nominating
                  Committee on executive compensation for inclusion in the
                  Company's annual proxy statement, in accordance with
                  applicable rules and regulations; and

         -        Identifying individuals qualified to become directors,
                  consistent with criteria approved by Board, and recommending
                  to the Board for selection the candidates for all
                  directorships to be filled by the Board or by the
                  shareholders.

II.      STRUCTURE AND OPERATIONS

Composition and Qualifications

All members of the Compensation and Nominating Committee shall meet the
independence requirements of the American Stock Exchange LLC ("AMEX"), Section
10A(m)(3) of the Securities Exchange Act of 1934 (the "Exchange Act"), the rules
and regulations of the Securities and Exchange Commission (the "SEC"), including
Rule 16b-3(d)(1), and Section 162(m) of the Internal Revenue Code.

Appointment and Removal

The members of the Compensation and Nominating Committee shall be designated by
the Board annually and each member shall serve until such member's successor is
duly designated or until such member's earlier resignation or removal. Any
member of the Compensation and Nominating Committee may be removed from the
Committee, with or without cause, by a majority vote of the Board.

Unless a Chairperson is designated by the Board, the members of the Compensation
and Nominating Committee shall designate a Chairperson by majority vote of the
full Compensation and Nominating Committee membership. The Chairperson will
chair all sessions of the Compensation and Nominating Committee and set the
agendas for Compensation and Nominating Committee meetings.



Delegation to Subcommittees

In fulfilling its responsibilities, the Compensation and Nominating Committee
may delegate its responsibilities to a subcommittee of the Compensation and
Nominating Committee and, to the extent not expressly reserved to the
Compensation and Nominating Committee by the Board or by applicable law, rule or
regulation, to any other committee consisting entirely of directors who meet the
independence requirements of the AMEX, Section 10A(m)(3) of the Exchange Act,
the rules and regulations of the SEC and Section 162(m) of the Internal Revenue
Code.

III.     MEETINGS

The Compensation and Nominating Committee shall ordinarily meet at least two
times annually, or more frequently as circumstances dictate. Any member of the
Compensation and Nominating Committee may call meetings of the Compensation and
Nominating Committee.

Any director of the Company who is not a member of the Compensation and
Nominating Committee may attend meetings of the Compensation and Nominating
Committee; provided, however, that any director who is not a member of the
Compensation and Nominating Committee may not vote on any matter coming before
the Compensation and Nominating Committee for a vote. The Compensation and
Nominating Committee also may invite to its meetings any member of management of
the Company and such other persons as it deems appropriate in order to carry out
its responsibilities. The Compensation and Nominating Committee may meet in
executive session, as the Compensation and Nominating Committee deems necessary
or appropriate.

IV.      RESPONSIBILITIES AND DUTIES

The following functions shall be the common recurring activities of the
Compensation and Nominating Committee in carrying out its purpose as set forth
in Section I of this Charter. These functions should serve as a guide with the
understanding that the Compensation and Nominating Committee may carry out
additional functions and adopt additional policies and procedures as may be
appropriate in light of changing business, legislative, regulatory, legal or
other conditions. The Compensation and Nominating Committee shall also carry out
any other responsibilities and duties delegated to it by the Board from time to
time related to the purpose of the Compensation and Nominating Committee
outlined in Section I of this Charter.

To fulfill its responsibilities and duties, the Compensation and Nominating
Committee shall:

Compensation for Executive Officers/Officer Selection

         (1)      Establish and review the overall executive compensation
                  philosophy of the Company.

         (2)      Review and approve the Company goals and objectives relevant
                  to the compensation of the Chief Executive Officer ("CEO") and
                  other executive officers' compensation, including annual
                  performance objectives.

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         (3)      Evaluate the performance of the CEO and other executive
                  officers in light of established goals and objectives and,
                  based on such evaluation, determine and approve the
                  compensation, including annual salary, bonus, stock options,
                  other incentive awards and other benefits, direct and
                  indirect, of the CEO and other executive officers.

         (4)      Oversee the development of executive succession plans.

         (5)      Review and recommend to the full Board, or approve as
                  appropriate, new executive compensation plans,
                  incentive-compensation plans and equity based plans and any
                  amendments to or modifications of such plans.

         (6)      Establish and periodically review policies in the area of
                  senior management perquisites.

Monitoring Incentive and Equity-Based Compensation Plans

         (1)      Perform duties delegated to the Compensation and Nominating
                  Committee by the Board under various executive compensation
                  plans.

         (2)      Review and make recommendations to the full Board, or approve,
                  as appropriate, all awards of stock, stock options and other
                  incentive compensation awards to executive officers pursuant
                  to the Company's executive plans.

         (3)      Monitor compliance by executives with the terms and conditions
                  of the Company's executive compensation plans.

         (4)      Select, retain, terminate and/or replace, as needed,
                  compensation and benefits consultants and other outside
                  experts to provide independent advice to the Compensation and
                  Nominating Committee. In that connection, in the event the
                  Compensation and Nominating Committee retains a compensation
                  consultant or other expert, or if the Company should retain a
                  compensation consultant or other expert to assist in the
                  evaluation of the CEO or senior executive compensation, the
                  Compensation and Nominating Committee shall have the sole
                  authority to approve such consultant's or expert's fees and
                  other retention terms.

Board Composition, Evaluation and Compensation

         (1)      Establish criteria or factors to consider for the selection of
                  new directors to serve on the Board.

         (2)      Identify individuals believed to be qualified as candidates to
                  serve on the Board and recommend that the Board select the
                  candidates for all directorships to be filled by the Board or
                  by the shareholders at an annual or special meeting. In
                  addition, the Compensation and Nominating Committee shall
                  review and make

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                  recommendations to the Board whether members of the Board
                  should stand for re-election.

         (3)      Conduct all necessary and appropriate inquiries into the
                  backgrounds and qualifications of possible candidates as
                  directors. In that connection, the Compensation and Nominating
                  Committee shall have sole authority to retain and to terminate
                  any search firm to be used to assist it in identifying
                  candidates to serve as directors of the Company, including
                  sole authority to approve the fees payable to such search firm
                  and any other terms of retention.

         (4)      Review and make recommendations, as the Compensation and
                  Nominating Committee deems appropriate, regarding the
                  qualifications for Board membership and the composition and
                  size of the Board in order to ensure the Board has the
                  requisite expertise and its membership consists of persons
                  with sufficiently diverse and independent backgrounds.

         (5)      Recommend each year to the Board compensation and benefits for
                  directors.

         (6)      Select, retain, terminate and/or replace, as needed,
                  recruiters to assist the Compensation and Nominating Committee
                  in identifying candidates. In that connection, in the event
                  the Compensation and Nominating Committee retains a recruiter,
                  the Compensation and Nominating Committee shall have the sole
                  authority to approve such recruiter's fees and other retention
                  terms.

Committee Selection and Composition

         (1)      Recommend members of the Board to serve on the committees of
                  the Board, giving consideration to rotation of committee
                  membership and the criteria for service on each committee as
                  set forth in the charter for such committee, as well as to any
                  factors the Compensation and Nominating Committee deems
                  relevant, and where appropriate, make recommendations
                  regarding the removal of any member of any committee.

Reports

         (1)      Prepare an annual report on executive compensation for
                  inclusion in the Company's proxy statement, in accordance with
                  applicable rules and regulations.

         (2)      Report regularly to the Board (i) following meetings of the
                  Compensation and Nominating Committee, (ii) with respect to
                  such other matters as are relevant to the Compensation and
                  Nominating Committee's discharge of its responsibilities and
                  (iii) with respect to such recommendations as the Compensation
                  and Nominating Committee may deem appropriate. The report to
                  the Board may take the form of an oral report by the
                  Chairperson or any other member of the Compensation and
                  Nominating Committee designated by the Compensation and
                  Nominating Committee to make such report.

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         (3)      Maintain minutes and other records of meetings and activities
                  of the Compensation and Nominating Committee, as appropriate
                  under applicable law.

V.       ANNUAL EVALUATION

The Compensation and Nominating Committee shall review and reassess, at least
annually, the adequacy of this Charter and recommend to the Board any
improvements to this Charter that the Compensation and Nominating Committee
considers necessary or appropriate.

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