================================================================================





                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934




        Date of Report (Date of Earliest Event Reported): October 4, 2000


                             TRANSTAR HOLDINGS, L.P.
                          TRANSTAR CAPITAL CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

    DELAWARE                           033-73270                13-3486874
    DELAWARE                          033-73270-1               13-3745313

--------------------------------------------------------------------------------
(State or other jurisdiction of   Commission File Number)     (I.R.S. Employer
      incorporation)                                         Identification No.)



                                 345 PARK AVENUE
                               NEW YORK, NY 10154
--------------------------------------------------------------------------------
              (Address and zip code of principal executive offices)

                                 (212) 935-2626
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


--------------------------------------------------------------------------------
       (Former name or former address, if changed since last report.)

================================================================================


<PAGE>


          Item 5. Other Events.

          Transtar  Holdings,  L.P.  ("Holdings")  announced  today  that it has
entered  into a  Reorganization  and  Exchange  Agreement  with USX  Corporation
("USX") and Transtar,  Inc. ("Transtar") regarding the organization of Transtar.
In this reorganization, Holdings will exchange all of its shares in Transtar for
100% of the ownership of four direct Transtar  subsidiaries -- Bessemer and Lake
Erie Railroad Company;  the Duluth,  Missabe and Iron Range Railway Company; the
Pittsburgh & Conneaut  Dock Company;  and USS Great Lakes Fleet,  Inc. and their
subsidiaries  (collectively,  the  "Holdings  Companies").  As a result  of this
transaction, USX will become the sole owner of Transtar and its remaining direct
subsidiaries -- the Birmingham Southern Railroad Company;  the Elgin, Joliet and
Eastern Railway  Company;  the Lake Terminal  Railroad  Company;  the McKeesport
Connecting Railroad Company; the Mobile River Terminal Company,  Inc.; the Union
Railroad Company;  the Warrior and Gulf Navigation  Company;  and Tracks Traffic
and Management Services, Inc., and their subsidiaries.

          This  reorganization  will  allow USX and  Holdings  to  follow  their
independent  strategies  for the units they will control.  No changes in service
will occur as a result of this reorganization. Currently Holdings' only business
activity is its investment in Transtar.  Immediately  after the  consummation of
the  reorganization,  Holdings' only business activity will be its investment in
the Holdings Companies.

          Consummation of the  reorganization is conditioned upon (i) receipt of
required  approvals  of  the  Surface  Transportation  Board,  (ii)  receipt  of
applicable antitrust clearances and (iii) receipt by Holdings of the proceeds of
a financing in an amount sufficient to refinance Holdings'  outstanding 13 3/8 %
Senior Discount Notes and the Holdings  Companies'  allocable portion of certain
indebtedness of Transtar and of financing commitments in an amount sufficient to
fund the working  capital  needs of the Holdings  Companies.  In  addition,  the
reorganization is subject to other conditions customary for similar transactions
of its type.


          Item 7. Financial  Statements,  Pro Forma  Financial  Information  and
                  Exhibits

          (a) Financial Statements

          None.

          (b) Pro Forma Financial Information

          None.

          (c) Exhibits

              99.1 Reorganization Agreement



<PAGE>


                                    SIGNATURE

          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Dated: October 4, 2000


                                     TRANSTAR HOLDINGS, L.P.

                                     By Blackstone Transportation Company, Inc.



                                     By:
                                           -------------------------------------
                                     Name:
                                     Title:



                                     TRANSTAR CAPITAL CORPORATION



                                     By:
                                           -------------------------------------
                                     Name:
                                     Title: