



<PAGE>

                                                                  EXHIBIT B


                           [Form of Right Certificate]


     Certificate No. W-                                       ______ Rights


          NOT EXERCISABLE AFTER MARCH 22, 2004 OR EARLIER IF REDEEMED. 
          THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
          COMPANY AND UNDER CERTAIN OTHER CIRCUMSTANCES, AT $.01 PER
          RIGHT (SUBJECT TO ADJUSTMENT), ON THE TERMS SET FORTH OR
          REFERRED TO IN THE RIGHTS AGREEMENT (AS DEFINED BELOW). 
          UNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN THE RIGHTS
          AGREEMENT, RIGHTS ISSUED TO OR BENEFICIALLY OWNED BY
          ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES (AS SUCH
          TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT
          HOLDER OF SUCH RIGHTS SHALL BE NULL AND VOID AND MAY NOT BE
          TRANSFERRED TO ANY PERSON.



                                Right Certificate
                              GREYHOUND LINES, INC.

               This certifies that                   , or registered
     assigns, is the registered owner of the number of Rights set forth
     above, each of which entitles the owner thereof, subject to the terms,
     provisions and conditions of the Amended and Restated Rights Agreement
     dated as of April 8, 1997 (the "Rights Agreement") between GREYHOUND
     LINES, INC., a Delaware corporation (the "Company"), and MELLON
     SECURITIES TRUST COMPANY, a New York corporation (the "Rights Agent"),
     to purchase from the Company at any time after the Distribution Date
     (as such term is defined in the Rights Agreement) and prior to 5:00
     P.M. (New York City time) on March 22, 2004 at the office of the
     Rights Agent designated in the Rights Agreement for such purpose, or
     its successor as Rights







































                                       B-
<PAGE>

<PAGE>
     

     Agent, in East Hartford, Connecticut one one-thousandth (1/1,000) of a
     fully paid nonassessable share of Series A Junior Preferred Stock (the
     "Preferred Stock") of the Company at a purchase price of $35.00 as the
     same may from time to time be adjusted in accordance with the Rights
     Agreement (the "Exercise Price"), upon presentation and surrender of
     this Right Certificate with the Form of Election to Purchase attached
     hereto duly executed.
               As provided in the Rights Agreement, the Exercise Price and
     the number of shares of Preferred Stock which may be purchased upon
     the exercise of the Rights evidenced by this Right Certificate are
     subject to modification and adjustment upon the happening of certain
     events and, upon the happening of certain events, securities other
     than shares of Preferred Stock, or other property, may be acquired
     upon exercise of the Rights evidenced by this Right Certificate, as
     provided in the Rights Agreement.
               This Right Certificate is subject to all of the terms,
     provisions and conditions of the Rights Agreement, which terms,
     provisions and conditions are incorporated herein by reference and
     made a part hereof and to which Rights Agreement reference is hereby
     made for a full description of the rights, limitations of rights,
     obligations, duties and immunities of the Rights Agent, the Company
     and the holders of record of Right Certificates.  Copies of the Rights
     Agreement are on file at the principal executive office of the
     Company.


















































                                       B-
<PAGE>

<PAGE>
     

               This Right Certificate, with or without other Right
     Certificates, upon surrender at the office of the Rights Agent
     designated in the Rights Agreement for such purpose, may be exchanged
     for another Right Certificate or Right Certificates of like tenor and
     date evidencing Rights entitling the holder of record to purchase a
     like aggregate number of shares of Preferred Stock as the Rights
     evidenced by the Right Certificate or Right Certificates surrendered
     shall have entitled such holder to purchase.  If this Right
     Certificate shall be exercised in part, the holder shall be entitled
     to receive upon surrender hereof another Right Certificate or Right
     Certificates for the number of whole Rights not exercised.
               Subject to the provisions of the Rights Agreement, the
     Rights evidenced by this Certificate may be redeemed by the Company at
     its option or under certain other circumstances at a redemption price
     of $.01 per Right.
               No fractional shares of Preferred Stock (other than
     fractions which are integral multiples of one one-thousandth (1/1,000)
     of a share) are required to be issued upon the exercise of any Right
     or Rights evidenced hereby, and in lieu thereof the Company may cause
     depositary receipts to be issued and/or a cash payment may be made, as
     provided in the Rights Agreement.
               No holder of this Right Certificate, as such, shall be
     entitled to vote or receive dividends or be deemed for any



















































                                       B-
<PAGE>

<PAGE>
     

     purpose the holder of Preferred Stock or of any other securities of
     the Company which may at any time be issuable on the exercise hereof,
     nor shall anything contained in the Rights Agreement or herein be
     construed to confer upon the holder hereof, as such, any of the rights
     of a stockholder of the Company or any right to vote for the election
     of directors or upon any matter submitted to stockholders at meeting
     thereof, or to give or withhold consent to any corporate action or to
     receive notice of meetings or other actions affecting stockholders
     (except as provided in the Rights Agreement), or to receive dividends
     or subscription rights, or otherwise, until the Right or Rights
     evidenced by this Right Certificate shall have been exercised as
     provided in the Rights Agreement.
               This Right Certificate shall not be valid or obligatory for
     any purpose until it shall have been countersigned by the Rights
     Agent.



























































                                       B-
<PAGE>

<PAGE>
     

               WITNESS the facsimile signature of the proper officers of
     the Company and its corporate seal.  Dated as of _____________, ____.

     ATTEST:                            GREYHOUND LINES, INC.



                                        By                                 
     -------------------------            -------------------------------
     Secretary                             Title:


     Countersigned:

     MELLON SECURITIES TRUST COMPANY



     By                       
       -----------------------
       Authorized Signature





















































                                       B-
<PAGE>

<PAGE>
     

                   [Form of Reverse Side of Right Certificate]

                               FORM OF ASSIGNMENT
                               ------------------
                (To be executed by the registered holder if such
               holder desires to transfer the Right Certificate.)


               FOR VALUE RECEIVED                                          
                                  -----------------------------------------
     hereby sells, assigns and transfers unto                              
                                              -----------------------------
                                                                           
                  (Please print name and address of
transferee)----------------------------------------------------------------
                                                                           
     ----------------------------------------------------------------------
     Rights evidenced by this Right Certificate, together with all right,
     title and interest therein, and does hereby irrevocably constitute and
     appoint                                                               
             --------------------------------------------------------------
     attorney to transfer the within Right Certificate on the books of the
     within-named Company, with full power of substitution.
     Dated: ________________, ____.  

                                                                           
                                        Signature--------------------------
     Signature Guaranteed:
















































                                       B-
<PAGE>

<PAGE>
     

                                   Certificate
                                   -----------

               The undersigned hereby certifies by checking the appropriate
     boxes that:
               (1)  this Right Certificate [  ] is [    ] is not being
     sold, assigned or transferred by or on behalf of a Person who is or
     was an Acquiring Person or an Associate or an Affiliate thereof (as
     such terms are defined in the Rights Agreement); and
               (2)  after due inquiry and to the best knowledge of the
     undersigned, it [        ] did [        ] did not acquire the Rights
     evidenced by this Right Certificate from any Person who is, was or
     subsequently became an Acquiring Person or an Affiliate or Associate
     thereof (as such terms are defined in the Rights Agreement).

     Dated: ____________, ____          Signature---------------------------


                                     NOTICE
                                     ------
               The signature to the foregoing Assignment and Certificate
     must correspond to the name as written upon the face of this Right
     Certificate in every particular, without alteration or enlargement or
     any change whatsoever.




















































                                       B-
<PAGE>

<PAGE>
     

                          FORM OF ELECTION TO PURCHASE
                          ----------------------------
                      (To be executed if registered holder
                   desires to exercise the Right Certificate.)


     TO GREYHOUND LINES, INC.:

               The undersigned hereby irrevocably elects to exercise
     _________________ Rights represented by this Right Certificate to
     purchase the shares of Preferred Stock issuable upon the exercise of
     such Rights and requests that certificates for such share(s) be issued
     in the following name:
     or other identifying number:                                          

Please insert social security
                                 ------------------------------------------
                                                                           
                     (Please print name and address)-----------------------
                                                                           
     ----------------------------------------------------------------------
     If such number of Rights shall not be all the Rights evidenced by this
     Right Certificate, a new Right Certificate for the balance remaining
     of such Rights shall be registered in the name of and delivered to:






















































                                       B-
<PAGE>

<PAGE>
     

     Please insert social securityor other identifying number:             
                                 ------------------------------------------
                                                                           
                 (Please print name and address)---------------------------
                                                                           
     ----------------------------------------------------------------------
     Dated: _____________, ____

                                                                           
                                   ----------------------------------------
                                   Signature
                                   (Signature must conform in all
                                   respects to name of holder as
                                   specified on the fact of this
                                   Right Certificate)

     Signature Guaranteed:


                           
     ----------------------





















































                                       B-
<PAGE>
