<PAGE>

                                   FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                  Quarterly Report Under Section 13 or 15(d)
                    of the Securities Exchange Act of 1934
     For Quarter Ended December 31, 2000    Commission File Number 0-5206
                       -----------------                           ------

                       EMONS TRANSPORTATION GROUP, INC.

            (Exact name of registrant as specified in its charter)

          Delaware                                   23-2441662
          -----------------------------------------------------
  (State of Incorporation)              (I.R.S. Employer Identification No.)

 96 South George Street, York, Pennsylvania        17401          717-771-1700
 -----------------------------------------------------------------------------
  (Address of principal executive offices)       (Zip Code)      (Telephone No.)

     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.

                                Yes X    No ___
                                   ---

     Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                                Yes X    No ___
                                   ---

     The number of shares of each class of common stock of the registrant issued
and outstanding as of December 31, 2000 is as follows:

                    Voting Common Stock         7,045,104
                                                ---------

                                       1
<PAGE>

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

         EMONS TRANSPORTATION GROUP, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                         December 31,       June 30,
                                                            2000              2000
                                                         ------------      ---------
                                                         (unaudited)
ASSETS
  <S>                                                  <C>               <C>
   Current Assets:
      Cash and cash equivalents                         $  2,074,790      $  2,092,073
      Accounts receivable, net                             3,420,213         2,868,319
      Materials and supplies                                 134,638           273,598
      Prepaid expenses                                       172,937           217,002
      Deferred income taxes                                  519,000           519,000
                                                         -----------      ------------
         Total current assets                              6,321,578         5,969,992
                                                         -----------      ------------

   Property, plant and equipment                          44,021,481        41,798,132
      Less accumulated depreciation                      (14,924,724)      (14,052,185)
                                                         -----------      ------------
         Property, plant and equipment, net               29,096,757        27,745,947
                                                         -----------      ------------

   Deferred expenses and other assets                        279,645           316,106
   Deferred income taxes                                      98,000           610,000
                                                         -----------      ------------
TOTAL ASSETS                                            $ 35,795,980      $ 34,642,045
                                                         ===========      ============

LIABILITIES AND STOCKHOLDERS' EQUITY
   Current Liabilities:
      Current portion of long-term debt                 $  2,715,713      $    492,138
      Accounts payable                                     1,941,260         1,610,843
      Accrued payroll and related expenses                 1,873,495         1,651,517
      Other accrued expenses                               1,785,414         1,717,846
                                                         -----------      ------------
         Total current liabilities                         8,315,882         5,472,344

   Long-term debt                                         10,909,763        13,382,537
   Other liabilities                                         841,076           837,133
                                                         -----------      ------------
         Total Liabilities                                20,066,721        19,692,014
                                                         -----------      ------------

   Stockholders' Equity:
      Common stock                                            78,753            78,523
      Additional paid-in capital                          23,575,322        23,536,693
      Deficit                                             (6,331,567)       (7,470,202)
                                                         -----------      ------------
                                                          17,322,508        16,145,014
      Treasury stock, at cost                             (1,367,549)         (995,981)
      Cumulative other comprehensive income                   26,034            39,156
      Unearned compensation - restricted stock awards       (251,734)         (238,158)
                                                         -----------      ------------
         Total Stockholders' Equity                       15,729,259        14,950,031
                                                         -----------      ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $ 35,795,980      $ 34,642,045
                                                         ===========      ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       2
<PAGE>

               EMONS TRANSPORTATION GROUP, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                  (unaudited)

<TABLE>
<CAPTION>

                                                     Three Months Ended                       Six Months Ended
                                                        December 31,                             December 31,
                                               --------------------------------        --------------------------------
                                                   2000               1999                 2000                1999
                                               ------------        ------------        ------------        ------------
<S>                                          <C>                <C>                  <C>                 <C>
Operating revenues                            $  6,542,030       $  6,391,411         $ 13,238,276        $ 12,576,346

Operating expenses:
  Cost of operations                             4,615,552          4,275,672            9,231,941           8,411,575
  Selling and administrative                       835,670          1,043,434            1,743,437           1,956,867
                                               -----------        -----------          -----------         -----------
      Total operating expenses                   5,451,222          5,319,106           10,975,378          10,368,442
                                               -----------        -----------          ------------        -----------

Income from operations                           1,090,808          1,072,305            2,262,898           2,207,904

Other income (expense):
  Interest income                                   26,012             22,869               54,339              50,975
  Interest expense                                (282,022)          (284,670)            (565,436)           (577,571)
  Other, net                                        19,753             31,015                1,834              40,236
                                               -----------        -----------          -----------          ----------
      Total other income (expense)                (236,257)          (230,786)            (509,263)           (486,360)
                                               -----------        -----------          -----------          ----------

Income before income taxes                         854,551            841,519            1,753,635           1,721,544

Provision for income taxes                         280,000            393,000              615,000             762,000
                                               -----------        -----------          -----------          ----------
Net income                                    $    574,551       $    448,519         $  1,138,635        $    959,544
                                               ===========        ===========          ===========          ==========

Weighted average number of common
  shares (Note 2):
     Basic                                       7,109,744          7,851,682            7,147,113           7,853,167
                                               ===========        ===========          ===========          ==========

     Diluted                                     7,289,787          8,097,733            7,322,076           8,117,359
                                               ===========        ===========          ===========          ==========

Earnings per common share (Note 2):
     Basic                                    $       0.08       $       0.06         $       0.16        $       0.12
                                               ===========        ===========          ===========          ==========

     Diluted                                  $       0.08       $       0.06         $       0.16        $       0.12
                                               ===========        ===========          ===========          ==========
</TABLE>




See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

               EMONS TRANSPORTATION GROUP, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  (unaudited)


<TABLE>
<CAPTION>

                                                                           Six Months Ended
                                                                              December 31,
                                                                      -----------------------------
                                                                         2000             1999
                                                                      -----------      ------------
<S>                                                                 <C>            <C>
Cash flows from operating activities:
  Net income                                                         $ 1,138,635     $     959,544
      Adjustments to reconcile net income to net
        cash provided by operating activities:
           Depreciation                                                  922,919           906,920
           Amortization                                                   59,820            72,759
           Gain on forgiveness of debt                                  (101,269)          (92,446)
           Gain on sale of assets                                         (8,614)               --
           Change in deferred income taxes                               512,000           646,000
           Changes in assets and liabilities:
             Accounts receivable, materials and
                supplies and prepaid expenses                           (378,298)         (634,881)
             Accounts payable and accrued expenses                       631,062          (364,532)
             Other assets and liabilities, net                            (3,500)          212,892
                                                                      ----------        ----------
Net cash provided by operating activities                              2,772,755         1,706,256
                                                                      ----------        ----------

Cash flows from investing activities:
  Proceeds from sale of assets                                             9,632                --
  Additions to property, plant and equipment                          (1,660,864)       (1,636,689)
  Investment in acquired rail properties                                (685,858)               --
                                                                      ----------        ----------
Net cash used in investing activities                                 (2,337,090)       (1,636,689)
                                                                      ----------        ----------

Cash flows from financing activities:
  Proceeds from issuance of long-term debt                                 2,595           110,547
  Borrowings from long-term debt                                         700,000         1,334,000
  Reduction in long-term debt                                           (793,225)       (1,506,666)
  Purchase of treasury stock                                            (371,568)               --
  Preferred stock conversion costs                                            --           (21,486)
                                                                      ----------        ----------
Net cash used in financing activities                                   (462,198)          (83,605)
                                                                      ----------        ----------
Effect of exchange rate changes on cash                                    9,250           (25,624)
                                                                      ----------        ----------

Net decrease in cash and cash equivalents                                (17,283)          (39,662)

Cash and cash equivalents at beginning of period                       2,092,073         2,028,278
                                                                      ----------        ----------
Cash and cash equivalents at end of period                           $ 2,074,790     $   1,988,616
                                                                      ==========        ==========
</TABLE>



See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

              EMONS TRANSPORTATION GROUP, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  For the Six Months Ended December 31, 2000
                                  (unaudited)

Note 1.  Quarterly Financial Statements

         The information furnished herein has been prepared in accordance with
generally accepted accounting principles. In the opinion of the management of
Emons Transportation Group, Inc. (the "Company" or "Emons Transportation
Group"), all adjustments (which include only normal recurring adjustments)
considered necessary to present a fair statement of the results for the periods
covered by this report have been made. Results for the interim periods are not
necessarily indicative of annual results.

Note 2.  Earnings Per Share

         Basic earnings per common share is computed by dividing income
applicable to common shareholders by the weighted average number of common
shares outstanding during the period. Diluted earnings per common share is
computed by dividing income applicable to common shareholders by the weighted
average number of common shares and dilutive potential common shares outstanding
during the period.

         Earnings per share amounts are computed as follows:

<TABLE>
<CAPTION>
                                                         For the Three Months Ended December 31,
                                         -----------------------------------------------------------------------
                                                       2000                                   1999
                                         ----------------------------------     ---------------------------------
                                           Income       Shares       EPS          Income       Shares        EPS
                                           ------       ------       ---          ------       ------      ------
<S>                                      <C>          <C>           <C>        <C>            <C>          <C>
Basic EPS
   Income applicable to
     common shareholders                 $  574,551   7,109,744     $0.08      $  448,519     7,851,682     $0.06
                                                                    =====                                   =====

Effect of Dilutive Securities
   Stock options and warrants                     -     180,043                         -       246,051
                                         ----------   ---------                ----------    ----------

Diluted EPS
   Income applicable to common
     shareholders plus assumed
     conversions                         $  574,551   7,289,787     $0.08      $  448,519     8,097,733     $0.06
                                         ==========   =========     =====      ==========     =========     =====
</TABLE>

<TABLE>
<CAPTION>
                                                          For the Six Months Ended December 31,
                                        -------------------------------------------------------------------------
                                                       2000                                   1999
                                        -----------------------------------     ---------------------------------
                                           Income       Shares       EPS          Income       Shares     EPS
                                           ------       ------       ---          ------       ------     ---
<S>                                     <C>           <C>           <C>         <C>          <C>          <C>
Basic EPS
   Income applicable to
     common shareholders                $1,138,635    7,147,113     $0.16       $  959,544   7,853,167     $0.12
                                                                    =====                                  =====

Effect of Dilutive Securities
   Stock options and warrants                    -      174,963                          -     264,192
                                        ----------    ---------                 ----------   ---------

Diluted EPS
   Income applicable to common
     shareholders plus assumed
     conversions                        $1,138,635    7,322,076     $0.16       $  959,544   8,117,359     $0.12
                                        ==========    =========     =====       ==========   =========     =====
</TABLE>

                                       5
<PAGE>

Note 3.  Derivatives

         On July 1, 2000, the Company adopted Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("FAS 133"). FAS 133 establishes accounting and reporting standards
for derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires that companies
recognize all derivatives as either assets or liabilities in the statement of
financial position and measure the derivatives at fair value. The Company has
entered into two interest rate hedging transactions that constitute cash flow
hedges under FAS 133.

         In August 1997, the Company entered into a Loan and Security Agreement
with its lender, which provided for a $7,775,000 seven-year term loan (the
"Revolving Term Loan"). Interest on the Revolving Term Loan is based upon the
bank's prime rate or the eurodollar (LIBOR) rate, plus an applicable margin, at
the option of the Company. In December 1998, the Company entered into an Amended
and Restated Loan and Security Agreement with its lender, which provided an
additional $4,469,450 seven-year Canadian term loan (the "Canadian Term Loan").
Interest on the Canadian Term Loan is based upon the bank's prime rate or CDOR
rate, plus an applicable margin, at the option of the Company. Each agreement
required the Company to enter into interest rate contracts with respect to a
principal amount of at least one-half of the respective term loan balances.
Accordingly, in September 1997, the Company entered into a five-year interest
rate swap agreement under which the Company fixed its LIBOR interest rate at
6.28% on one-half of the scheduled available Revolving Term Loan balance
outstanding and in January 1999, entered into a five-year interest rate swap
agreement under which the Company fixed its CDOR interest rate at 5.33% on
one-half of the Canadian Term Loan balance outstanding.

         The Company's objective for entering into these interest rate hedging
transactions is to hedge the Company's exposure to fluctuations in the variable
interest rates on the Revolving Term Loan and the Canadian Term Loan as required
by the respective loan agreements. As a result, on July 1, 2000, the Company
designated these instruments as cash flow hedging instruments and, accordingly,
the net gain or loss on such instruments is reported in comprehensive income in
accordance with FAS 133. The loss, net of income taxes, for the three and
six-month periods ended December 31, 2000 is as follows:

<TABLE>
<CAPTION>
                                                           Three Months Ended         Six Months Ended
                                                           December 31, 2000         December 31, 2000
                                                           -----------------         -----------------
   <S>                                                      <C>                      <C>
   Cumulative effect of change in accounting
       principal for derivatives - July 1, 2000            $               -         $          60,302

   Change in fair value                                              (38,020)                  (60,129)
   Reclassification to earnings                                       (3,428)                   (7,616)
                                                           -----------------         -----------------

   Net loss for period                                     $         (41,448)        $          (7,443)
                                                           =================         =================
</TABLE>

The Company has reported the fair value of its cash flow hedging derivatives in
Other liabilities in the accompanying Consolidated Balance Sheets.

                                       6
<PAGE>

Note 4.  Comprehensive Income

         Comprehensive income for the three- and six-month periods ended
December 31, 2000 and 1999 is as follows:

<TABLE>
<CAPTION>
                                               Three months ended                    Six months ended
                                                  December 31,                         December 31,
                                          ------------------------------      -------------------------------
                                              2000            1999                 2000            1999
                                              ----            ----                 ----            ----
<S>                                       <C>            <C>                  <C>              <C>
Net Income                                $   574,551    $    448,519         $   1,138,635    $     959,544
Other comprehensive income (loss):

    Cash flow hedging derivatives             (69,080)              -               (12,405)               -
    Income tax benefit                         27,632               -                 4,962                -
                                          -----------    ------------         -------------    -------------
        Cash flow hedging derivatives,
           net of tax                         (41,448)              -                (7,443)               -

    Foreign currency
       translation adjustment                   5,845          21,892                (5,679)          11,827
                                          -----------    ------------         -------------    -------------

Total comprehensive income                $   538,948    $    470,411         $   1,125,513    $     971,371
                                          ===========    ============         =============    =============
</TABLE>

Note 5.  Contingencies

         Certain subsidiaries of the Company are currently subject to a number
of claims and legal actions that arise in the ordinary course of business,
including claims under the Federal Employers' Liability Act, a fault-based
system under which injuries to and deaths of railroad employees are settled by
negotiations or litigation based upon comparative negligence. The Company
believes that it has adequate insurance coverage and has provided adequate
reserves for any liabilities which may result from the ultimate outcome of these
claims, and that such claims will not have a material impact on the Company's
consolidated financial position or results of operations.

         Product Liability Actions
         -------------------------

         Prior to March 1971, under previous management, Emons Industries, Inc.
("Industries") (then known as Amfre-Grant, Inc.) was engaged in the business of
distributing (but not manufacturing) various generic and prescription drugs.
Industries sold and discontinued these business activities in March 1971 and
commenced its railcar leasing and railroad operations in October 1971. One of
the drugs which had been distributed was diethylstilbestrol ("DES"), which was
taken by women during pregnancy to prevent miscarriage.

         As of December 31, 2000, Industries was one of numerous defendants
(including many of the largest pharmaceutical manufacturers) in 308 lawsuits in
which the plaintiffs allege that DES caused adenosis, infertility, cancer or
birth defects in the offspring or grandchildren of women who ingested DES during
pregnancy. In these actions, liability is premised on the defendant's
participation in the market for DES, and liability is several and limited to the
defendant's share of the market. Of these lawsuits, 303 were commenced after the
confirmation by the United States Bankruptcy Court for the Southern District of
New York (the "Bankruptcy Court") of Industries' Reorganization Plan in December
1986 (the "Plan"), while the remaining five lawsuits are claims which will be
treated under the Plan. These actions are currently in various stages of
litigation. Of these 308 lawsuits, 214 have been settled in principle at no
liability to Industries with one attorney representing all 214 plaintiffs.
Industries is currently awaiting execution of the settlement documents in these
cases.

         On April 16, 1998, the Bankruptcy Court granted Industries' motion for
summary judgment declaring that the post-confirmation lawsuits represent claims
which should be asserted against Industries' Chapter 11 estate and are not
post-reorganization liabilities. A formal judgment was entered by the court on
May 6, 1998. In September 1998, one counsel representing multiple DES claimants
appealed the Bankruptcy Court's judgment to the United States District Court.
This appeal is currently pending. If the Bankruptcy Court's judgment is upheld
on appeal, amounts

                                       7
<PAGE>

payable for settlements of or judgments on these post-confirmation lawsuits will
be paid from the escrow account established under the Plan.

         Industries has product liability insurance and defense coverage for
nearly all the claims which fall within the policy period 1948 to 1970 up to
varying limits by individual and in the aggregate for each policy year. To date,
Industries has exhausted insurance coverage for the 1954 policy year, in which
25 cases remained pending as of December 31, 2000. Industries, and not its
insurer, will be required to pay the direct legal expenses in connection with
claims in policy years for which coverage has been exhausted. However, to the
extent that the Bankruptcy Court's judgment referred to above is upheld (with
the result that post-confirmation claims must be asserted against Industries'
Chapter 11 estate), Industries will not be required to pay any amounts for
settlements or judgments on such claims in excess of the amounts already set
aside in escrow under the Plan. During the period July 1, 2000 to December 31,
2000, three new actions were commenced in which Industries was named as a
defendant and 232 lawsuits were settled or dismissed at no liability to
Industries.

         The following table sets forth the states and courts in which DES cases
were pending, and the number of DES cases pending against the Company in each
jurisdiction as of December 31, 2000:

<TABLE>
<CAPTION>
              State                              Court                         Number of Cases
   ------------------------------    --------------------------------     --------------------------
   <S>                               <C>                                  <C>
     California                        Los Angeles County                               1
                                       San Francisco County                             4

     New York                          New York County                                290
                                       Bronx County                                     2

     Pennsylvania                      Philadelphia County                             10

     Texas                             Travis County                                    1
</TABLE>

         These cases seek, as relief, compensation for injuries that plaintiffs
allegedly have sustained as a result of in utero DES exposure and punitive
damages. The amounts sought are not specified.

         Management intends to vigorously defend all of these actions. In the
event that the Bankruptcy Court's decision referred to above is reversed by the
appellate court, it is possible that Industries could ultimately have liability
in these actions in excess of its product liability insurance coverage described
above. However, based upon Industries' experience in prior DES litigation,
including the proceedings before the Bankruptcy Court, and its current knowledge
of pending cases, the Company believes that it is unlikely that Industries'
ultimate liability in the pending cases, if any, in excess of insurance coverage
and existing reserves, will be in an amount sufficient to have a material
adverse effect upon the Company's consolidated financial position or results of
operations.

         Environmental Liability
         -----------------------

         During fiscal 1994, the Company's Maryland and Pennsylvania Railroad,
which was merged into York Railway Company ("YRC") on December 1, 1999,
discovered a diesel fuel oil spill at its locomotive maintenance facility in
York, Pennsylvania resulting from the fueling of its locomotives. YRC has been
performing additional testing and has been working with the Pennsylvania
Department of Environmental Protection ("PADEP") to investigate and, to the
extent necessary, remediate the contaminated area. In January 1997, as a result
of these testing activities, YRC discovered free product in some of its
monitoring wells. The Company estimates that the cost to remediate the free
product could potentially range from $130,000 to $225,000, although the final
costs have not yet been determined. The Company has provided sufficient reserves
for the anticipated remediation costs. PADEP could also potentially require
further

                                       8
<PAGE>

investigation and, to the extent necessary, remediation of ground water and/or
soils at this facility at some point in the future. However, the Company cannot
determine at this time whether PADEP will require further investigation and
remediation, or what the ultimate costs of addressing this matter may be or what
effect, if any, they could have upon the Company's consolidated financial
position or results of operations.

Item 2.    Management's Discussion and Analysis of Financial Condition and
            Results of Operations

         This Form 10-Q contains certain "forward-looking" statements regarding
future events and the future performance of Emons Transportation Group, Inc.
that involve risks and uncertainties that could cause actual results to differ
materially. Those risks and uncertainties include, but are not limited to,
economic conditions, customer demand, service of connecting Class I rail
carriers, increased competition in the relevant market, government regulation,
and other factors described herein and in other filings with the Securities and
Exchange Commission that could cause the Company's results to differ from its
current expectations.

         On December 1, 1999, the Company merged the operations of its two
railroad subsidiaries located in York, Pennsylvania, the Maryland and
Pennsylvania Railroad Company ("MPA") and Yorkrail, Inc. ("YKR"), into a new
company, York Railway Company ("YRC"). For comparability, car count information
included in Management's Discussion and Analysis of Financial Condition and
Results of Operations has been adjusted to eliminate bridge moves between MPA
and YKR, which were counted as two moves prior to the merger (once by MPA and
once by YKR) and are counted as one move subsequent to the merger. Bridge moves
represent traffic that is received from one connecting rail carrier and
delivered to another connecting rail carrier, as opposed to being received from
or delivered to a customer located directly on line.

         Liquidity and Capital Resources

         The Company's primary sources of liquidity include its cash and
accounts receivable, which aggregated $5,495,000 and $4,960,000 at December 31,
2000 and June 30, 2000, respectively, the balance available under the Company's
$2 million working capital facility, and the amount prepaid on the $7,775,000
seven-year revolving term loan (the "Revolving Term Loan"), which is available
for future borrowings. As of December 31, 2000, the Company had no borrowings
under the working capital facility and had approximately $1.9 million available
in accordance with the facility's eligibility criteria. As of December 31, 2000,
the Company prepaid $500,000 of its Revolving Term Loan, which is also available
for future borrowings. The Company believes that it will be able to generate
sufficient cash flow from operations to meet its current and future capital
requirements and debt obligations.

         In March 2000, the Company's Board of Directors authorized a stock
repurchase program for the Company's Common Stock up to an aggregate price of $2
million. As of December 31, 2000, the Company had repurchased a total of 859,188
shares of its Common Stock for $1,411,000, of which 830,188 shares were held in
treasury and 29,000 shares were retired, and had paid $20,000 to retire warrants
to purchase 50,000 shares of Common Stock. As of December 31, 2000, the Company
had approximately $569,000 authorized to repurchase additional shares of Common
Stock.

         The Company intends to utilize the $2 million working capital facility
and balance available under the Revolving Term Loan to help fund the Company's
internal growth activities, future acquisitions, and the Company's stock
repurchase program. The Company does not currently have any commitments nor is
the Company involved in substantive negotiations for any acquisitions.

         The Company's cash and cash equivalents decreased $17,000 for the
six-month period ended December 31, 2000. The net decrease includes $2,773,000
of cash provided by operations, $10,000 of proceeds from the sale of assets and
a $9,000 exchange rate impact relating to the Company's Canadian operations.
These increases were offset by $1,661,000 of capital investments, $686,000
invested in the acquisition of rail properties, $372,000 utilized for

                                       9
<PAGE>

the repurchase of 219,738 shares of the Company's Common Stock, and a $90,000
net reduction in long-term debt.

         The Company generated $2,773,000 of cash from operations for the six
months ended December 31, 2000, as compared to $1,706,000 for the corresponding
period in the prior year. Excluding changes in assets and liabilities, cash
provided by operations increased $31,000 from $2,493,000 for the six months
ended December 31, 1999 to $2,524,000 for the six months ended December 31,
2000, as a result of improved operating performance in the current year. Cash
generated by changes in assets and liabilities aggregated $249,000 for the first
six months of fiscal 2001, primarily as a result of the increased level of
capital track projects and the related timing of work performed, payments and
government funding receipts.

         In August 1999, the Company received notice from the owner of four of
the lines leased by Penn Eastern Rail Lines ("PRL") of its intention to offer
these lines for sale. On January 28, 2000, PRL submitted a proposal to exercise
its right of first refusal to purchase two of the four leased lines and
purchased these lines in August 2000 for $686,000. In addition, PRL submitted a
bid to purchase one additional line, which was subsequently rejected in the
first round of bidding, and intends to enter another bid in a second round of
bidding. PRL has elected not to purchase the fourth line. The Company believes
that the loss of business from these remaining two leased lines will not have a
material impact on its results of operations.

         The Company invested $1,661,000 in capital expenditures during the
first six months of fiscal 2001, including $1,512,000 of investments in railroad
track structures (net of $658,000 of government grants), a $50,000 investment in
the completion of the Company's new bulk transfer facility in York,
Pennsylvania, and $99,000 of other capital investments. As of December 31, 2000,
the Company had approximately $342,000 of state government grants and
approximately $500,000 of Quebec government grants available for future track
rehabilitation and other track improvement projects. The Company has no other
material commitments for capital expenditures.

         The Company's net long-term debt obligations decreased $90,000 during
the six-month period ended December 31, 2000, including a $700,000 draw on the
prepaid portion of the Revolving Term Loan and $3,000 of borrowings under state
government no-interest loan track rehabilitation programs, offset by $793,000 of
scheduled debt repayments. The Company reduced the amount prepaid under the
Revolving Term Loan to fund PRL's acquisition of the two leased rail lines.

      Analysis of operations for the three months ended December 31, 2000
             compared to the three months ended December 31, 1999

                             Results of Operations
                             ---------------------

         The Company generated net income of $575,000 for the three-month period
ended December 31, 2000, as compared to net income of $449,000 for the
three-month period ended December 31, 1999. Income before income taxes increased
$13,000, or 1.5%, from $842,000 for the quarter ended December 31, 1999, to
$855,000 for the corresponding quarter in the current year. Operating revenues
increased $151,000, while operating expenses increased $132,000 over the prior
year. Interest expense decreased $2,000 and the provision for income taxes
decreased $113,000 from the prior year, while interest and other non-operating
income decreased $8,000 from the prior year due to foreign currency exchange
gains and losses in connection with the Company's Canadian operations.

                                   Revenues
                                   --------

         Operating revenues increased $151,000, or 2.4%, from $6,391,000 for the
three-month period ended December 31, 1999 to $6,542,000 for the three-month
period ended December 31, 2000. The net increase consists of a $135,000 increase
in intermodal freight and handling revenues and a $218,000 increase in other
operating revenues, partially offset by a $109,000 decrease in freight and
haulage revenues (excluding intermodal freight) and a $93,000 decrease in
logistics revenues.

                                       10
<PAGE>

         Freight and haulage revenues (excluding intermodal freight) decreased
$109,000, or 2.2%, consisting of a 2.8% decrease in the number of carloads
handled and a .6% increase in average revenues per carload. Traffic handled
decreased approximately 450 carloads from 16,750 for the quarter ended December
31, 1999 to 16,300 for the quarter ended December 31, 2000. Traffic for the
quarters ended December 31, 2000 and 1999 includes approximately 4,900 and 4,800
overhead carloads, respectively, between the St. Lawrence & Atlantic Railroad
("SLR") in New England and the St. Lawrence & Atlantic Railroad (Quebec) ("SLQ")
in Quebec that are counted as revenue carloads for both SLR and SLQ. Freight and
haulage revenues on New England/Quebec rail operations increased $185,000 and
traffic increased approximately 650 carloads, while freight and haulage revenues
on Pennsylvania rail operations decreased $294,000 and traffic decreased
approximately 1,100 carloads.

         The 650 carload increase in New England/Quebec traffic includes
approximately 350 additional paper-related carloads as a result of increased
production by and new business with existing customers, 100 additional carloads
to an on-line bulk transload customer, 100 additional carloads of new fly ash
business to an on-line cement producer, 95 additional carloads to a liquid
propane gas distributor as a result of colder weather conditions in New England
in the current year as compared to the prior year, 235 additional carload
movements in conjunction with railcars stored on SLR, 300 additional local moves
on SLQ primarily as a result of new business added to this line, and a variety
of other less significant increases in other business. These increases were
partially offset by a decrease of approximately 275 salt carloads as a result of
the customer's loss of supply contracts and the customer utilizing a new supply
source, a decrease of 100 one-time carloads of cement for a major construction
project in New England, and a variety of other less significant decreases in
other business.

         The 1,100 carload decrease in Pennsylvania rail operations is
attributable to a 550 carload reduction in agricultural business as a result of
exceptional business in the prior year caused by local drought conditions, a
reduction of 220 coal carloads for an on-line paper customer's co-generation
power facility as a result of the timing of such shipments, a reduction of 80
carloads to an on-line corrugated paper facility which closed during fiscal
2000, a 75 carload reduction in logistics carloads, and a number of other
decreases as a result of a reduction in customers' business levels.

         The .6% increase in average revenues per carload is primarily
attributable to rate adjustments which reflect the increase in locomotive fuel
prices, partially offset by mix which includes a greater proportion of lower
priced business in the current year.

         Intermodal freight and handling revenues generated by the Company's
rail intermodal terminal in Auburn, Maine increased $135,000, or 45%, from
$300,000 for the three-month period ended December 31, 1999 to $435,000 for the
three-month period ended December 31, 2000. Intermodal volume increased 1,100
trailers and containers, or 42%, from 2,550 trailers and containers for the
second quarter of the prior year to 3,650 trailers and containers for the second
quarter of the current year. In October 1999, the Company's intermodal terminal
handled its first international steamship container, and is optimistic that this
business will result in an increase in future intermodal volume. The Company's
intermodal terminal handled approximately 300 international steamship containers
in the quarter ended December 31, 2000, as compared to a nominal number of
steamship containers in the quarter ended December 31, 1999. As a result of the
continued increase in intermodal business, the Company is currently in the
process of doubling the size of its intermodal terminal using a combination of
state funding under TEA-21 (Transportation Equity Act for the 21st Century) and
local funding. SLR and SLQ, in conjunction with the Canadian National Railway
("CN"), offer the only hi-cube, double stack, cleared route in northern New
England for intermodal trains, and provide the Company's intermodal terminal
with access to CN's Vancouver, Montreal, Halifax and New Orleans ports.

         Logistics revenues generated by the Company's operations in York,
Pennsylvania, decreased $93,000, from $153,000 for the three months ended
December 31, 1999 to $60,000 for the three months ended December 31, 2000. The
number of railcars handled decreased 47%, including the transfer of certain
agricultural transload business that is not compatible with the Company's new
bulk transfer facility to another rail direct facility located on line, and a
reduction in

                                       11
<PAGE>

canned goods business. Truck brokerage revenues associated primarily with canned
goods business accounted for $57,000 of the decrease.

         Other operating revenues increased $218,000 from the prior year,
including $127,000 recovered from CN for the period September 1999 through June
2000 pursuant to the terms of SLQ's operating agreement with CN as a result of
the adverse impact of a change in CN's operating plan for the delivery of trains
to SLQ, and a variety of other less significant increases.

                                   Expenses
                                   --------

         Operating expenses increased $132,000, or 2.5%, from $5,319,000 for the
three-month period ended December 31, 1999 to $5,451,000 for the three-month
period ended December 31, 2000. The increase consists of $339,000 additional
cost of operations, partially offset by a $207,000 reduction in selling and
administrative expenses.

         Cost of operations increased $339,000, or 8%, from $4,276,000 for the
three months ended December 31, 1999 to $4,615,000 for the corresponding quarter
in the current year. This increase includes $393,000 additional railroad
operating expenses and $27,000 additional intermodal operating expenses,
partially offset by an $81,000 decrease in logistics operating expenses.

         Railroad operating expenses increased $393,000, or 10%, for the three
months ended December 31, 2000 as compared to the corresponding period in the
prior year, including a $210,000, or 51%, increase in locomotive fuel costs as a
result of the significant increase in fuel prices over the past year. Excluding
the increase in locomotive fuel costs, railroad operating expenses increased
$183,000, or 5%, consisting of a $238,000 increase in expenses for New
England/Quebec rail operations, partially offset by a $55,000 decrease in
expenses for Pennsylvania rail operations.

         The $238,000 increase in railroad operating costs for New
England/Quebec rail operations, excluding locomotive fuel, is attributable to
the increase in business and related complexity of operations. Track maintenance
costs increased due to efforts to improve track conditions in order to increase
speeds and operate more efficiently. Transportation costs increased due to
additional labor and other operating costs to handle the increase in business
and more complex operations. Locomotive maintenance expenses increased as a
result of the continued increase in locomotive repair costs in conjunction with
operating larger trains and as a result of increased short-term locomotive
rental costs during locomotive down time. Safety costs have also increased in
the current year as a result of a loss control program being implemented by the
Company to reduce the number of accidents and incidents on these operations. The
increases in railroad operating expenses were partially offset by a favorable
settlement of a crossing accident in the amount of $143,000.

         The $55,000 net decrease in railroad operating costs for Pennsylvania
rail operations, excluding locomotive fuel, is attributable to the reduction in
business levels in the current year, an unfilled railroad general manager
position in the current year, and decreases in a variety of operating costs
attributable to the merger of the Maryland and Pennsylvania Railroad and
Yorkrail operations on December 1, 1999.

         Intermodal operating expenses increased $27,000, from $118,000 for the
prior year quarter to $145,000 for the current year quarter due to additional
fees paid to the terminal's independent operator in conjunction with the 42%
volume increase over the prior year and additional snow removal costs.

         Logistics operating expenses decreased $81,000, from $197,000 for the
second quarter of fiscal 2000 to $116,000 for the second quarter of the current
year in conjunction with the 47% volume decrease from the prior year. Brokered
freight expense associated with the reduction in canned goods business accounted
for $66,000 of this decrease, while labor and benefits accounted for the
majority of the remainder of the decrease.

                                       12
<PAGE>

         Selling and administrative expenses decreased $207,000, from $1,043,000
for the three-month period ended December 31, 1999 to $836,000 for the
three-month period ended December 31, 2000. The net decrease consists of a
reduction in a wide variety of expense categories including a reduction in
professional fees as a result of costs incurred in the prior year in pursuit of
strategic initiatives, a reduction in systems projects as a result of costs
incurred in the prior year to develop the Company's web site, a decrease in
public relations and other costs as a result of efforts to control
administrative costs in the current year, and a reduction in costs related to
the unfilled president position for the New England/Quebec operations in the
current year. The responsibilities of the president of the New England/Quebec
operations are being assumed by the Company's President and Chief Executive
Officer until a replacement is found. These decreases were partially offset by
additional wages and benefits as a result of normal wage increases and staff
additions, additional provisions under profit sharing, commission and incentive
compensation arrangements, and less significant increases in several other
expense categories.

         Interest expense decreased $2,000 for the three-month period ended
December 31, 2000 as compared to the corresponding period in the prior year. The
decrease is attributable to scheduled principal payments, partially offset by an
increase in interest rates on variable rate debt and additional borrowings from
temporary prepayments of the Revolving Term Loan to finance various projects
over the past year.

         The provision for income taxes decreased $113,000, from $393,000 for
the three months ended December 31, 1999 to $280,000 for the three months ended
December 31, 2000. The effective tax rate decreased from 46.7% in the prior year
to 32.8% for the current year as a result of the mix between United States and
foreign taxable income. The provision for income taxes for the second quarters
of both fiscal 2001 and fiscal 2000 includes $229,000 and $334,000,
respectively, of deferred federal tax expense relating to the amortization of
deferred tax assets which will not require any tax payments by the Company
currently or in the future.

         Analysis of operations for the six months ended December 31, 2000
             compared to the six months ended December 31, 1999

                             Results of Operations
                             ---------------------

         The Company generated net income of $1,139,000 for the six-month period
ended December 31, 2000, as compared to net income of $960,000 for the six-month
period ended December 31, 1999. Income before income taxes increased $32,000, or
1.9%, from $1,722,000 for the six months ended December 31, 1999, to $1,754,000
for the corresponding period in the current year. Operating revenues increased
$662,000, while operating expenses increased $607,000 over the prior year.
Interest expense decreased $12,000 and the provision for income taxes decreased
$147,000 from the prior year, while interest and other non-operating income
decreased $35,000 due to foreign currency exchange gains and losses in
connection with the Company's Canadian operations.

                                   Revenues
                                   --------

         Operating revenues increased $662,000, or 5.3%, from $12,576,000 for
the six-month period ended December 31, 1999 to $13,238,000 for the six-month
period ended December 31, 2000. The net increase consists of a $257,000 increase
in freight and haulage revenues (excluding intermodal freight), a $360,000
increase in intermodal freight and handling revenues, a $187,000 increase in
other operating revenues, and a $142,000 decrease in logistics revenues.

         Freight and haulage revenues (excluding intermodal freight) increased
$257,000, or 2.7%, consisting of a .6% increase in the number of carloads
handled and a 2% increase in average revenues per carload. Traffic handled
increased approximately 200 carloads from 32,900 for the first six months of
fiscal 2000 to 33,100 for the first six months of the current year. Traffic for
the first six months of fiscal 2001 and 2000 includes approximately 10,000 and
9,500 overhead carloads, respectively, between the St. Lawrence & Atlantic
Railroad ("SLR") in New England and the St. Lawrence & Atlantic Railroad
(Quebec) ("SLQ") in Quebec that are counted as revenue carloads for both SLR and
SLQ. Freight and haulage revenues on New England/Quebec rail

                                       13
<PAGE>

operations increased $585,000 and traffic increased approximately 1,600
carloads, while freight and haulage revenues on Pennsylvania rail operations
decreased $328,000 and traffic decreased approximately 1,400 carloads.

         The 1,600 carload increase in New England/Quebec traffic includes
approximately 730 additional paper-related carloads as a result of increased
production by and new business with existing customers, 235 additional carloads
to an on-line bulk transload customer, 170 additional carloads to a liquid
propane gas distributor as a result of colder weather conditions in New England
in the current year as compared to the prior year, 150 additional carloads of
new fly ash business to an on-line cement producer, 375 additional carload
movements in conjunction with railcars stored on SLR, 460 additional local moves
on SLQ primarily as a result of new business added to this line, 500 additional
overhead carloads between SLR and SLQ, and a variety of other less significant
increases in other business. These increases were partially offset by a decrease
of 375 one-time carloads of cement for a major construction project in New
England, a decrease of approximately 400 salt carloads as a result of the
customer's loss of supply contracts and the customer utilizing a new supply
source, and a variety of other less significant decreases in other business.

         The 1,400 carload decrease in Pennsylvania rail operations is
attributable to a 570 carload reduction in agricultural business as a result of
exceptional business in the prior year caused by local drought conditions, a
reduction of 170 carloads to an on-line corrugated paper facility which closed
during fiscal 2000, a reduction of 110 coal carloads for an on-line paper
customer's co-generation power facility as a result of the timing of such
shipments, a 105 carload reduction in logistics carloads, and a number of other
decreases as a result of a reduction in customers' business levels.

         The 2% increase in average revenues per carload is primarily
attributable to rate adjustments which reflect the increase in locomotive fuel
prices, partially offset by mix which includes a greater proportion of lower
priced business in the current year.

         Intermodal freight and handling revenues generated by the Company's
rail intermodal terminal in Auburn, Maine increased $360,000, or 57%, from
$633,000 for the six-month period ended December 31, 1999 to $993,000 for the
six-month period ended December 31, 2000. Intermodal volume increased 2,850
trailers and containers, or 53%, from 5,400 trailers and containers for the
first six months of the prior year to 8,250 trailers and containers for the
first six months of the current year. In October 1999, the Company's intermodal
terminal handled its first international steamship container, and is optimistic
that this business will result in an increase in future intermodal volume. The
Company's intermodal terminal handled approximately 750 international steamship
containers in the first half of fiscal 2001, as compared to a nominal number of
steamship containers in the first half of fiscal 2000. As a result of the
continued increase in intermodal business, the Company is currently in the
process of doubling the size of its intermodal terminal using a combination of
state funding under TEA-21 (Transportation Equity Act for the 21st Century) and
local funding. SLR and SLQ, in conjunction with the Canadian National Railway
("CN"), offer the only hi-cube, double stack, cleared route in northern New
England for intermodal trains, and provide the Company's intermodal terminal
with access to CN's Vancouver, Montreal, Halifax and New Orleans ports.

         Logistics revenues generated by the Company's operations in York,
Pennsylvania, decreased $142,000, from $267,000 for the six-month period ended
December 31, 1999 to $125,000 for the six-month period ended December 31, 2000.
The number of railcars handled decreased 38%, including the transfer of certain
agricultural transload business that is not compatible with the Company's new
bulk transfer facility to another rail direct facility located on line, and a
reduction in canned goods business. Truck brokerage revenues associated
primarily with canned goods business accounted for $84,000 of the decrease.

         Other operating revenues increased $187,000 from the prior year,
including $127,000 recovered from CN for the period September 1999 through June
2000 pursuant to the terms of SLQ's operating agreement with CN as a result of
the adverse impact of a change in CN's

                                       14
<PAGE>

operating plan for the delivery of trains to SLQ, and a variety of other less
significant increases including additional demurrage and railcar storage,
blocking and trackage rights revenues.

                                   Expenses
                                   --------

         Operating expenses increased $607,000, or 6%, from $10,368,000 for the
six-month period ended December 31, 1999 to $10,975,000 for the six-month period
ended December 31, 2000. The increase consists of $821,000 additional cost of
operations, partially offset by a $214,000 reduction in selling and
administrative expenses.

         Cost of operations increased $821,000, or 10%, from $8,411,000 for the
six-month period ended December 31, 1999 to $9,232,000 for the corresponding
six-month period in the current year. This increase includes $853,000 additional
railroad operating expenses and $73,000 additional intermodal operating
expenses, partially offset by a $105,000 decrease in logistics operating
expenses.

         Railroad operating expenses increased $853,000, or 11%, for the six
months ended December 31, 2000 as compared to the corresponding period in the
prior year, including a $420,000, or 57%, increase in locomotive fuel costs as a
result of the significant increase in fuel prices over the past year. Excluding
the increase in locomotive fuel costs, railroad operating expenses increased
$433,000, or 6%, consisting of a $624,000 increase in expenses for New
England/Quebec rail operations, partially offset by a $191,000 decrease in
expenses for Pennsylvania rail operations.

         The $624,000 increase in railroad operating costs for New
England/Quebec rail operations, excluding locomotive fuel, is attributable to
the increase in business and related complexity of operations, and the
continuing impact of the change in CN's operating plan for delivery of trains to
SLQ implemented in September 1999, which has adversely affected SLR and SLQ's
operations and increased their operating costs. The Company is continuing to
work with CN to develop solutions to improve operations, and has been successful
in partially reducing these costs over the past several months. Track
maintenance costs increased due to efforts to improve track conditions in order
to increase speeds and operate more efficiently. Transportation costs increased
due to additional labor and other operating costs to handle the increase in
business and more complex operations. Locomotive maintenance expenses increased
as a result of the continued increase in locomotive repair costs in conjunction
with operating larger trains and as a result of increased short-term locomotive
rental costs during locomotive down time. Safety costs have also increased in
the current year as a result of a loss control program being implemented by the
Company to reduce the number of accidents and incidents on these operations. The
increases in railroad operating expenses were partially offset by a favorable
settlement of a crossing accident in the amount of $143,000.

         The $191,000 net decrease in railroad operating costs for Pennsylvania
rail operations, excluding locomotive fuel, is attributable to the reduction in
business levels in the current year, an unfilled railroad general manager
position in the current year, and decreases in a variety of operating costs
attributable to the merger of the Maryland and Pennsylvania Railroad and
Yorkrail operations on December 1, 1999.

         Intermodal operating expenses increased $73,000, from $212,000 for the
prior year to $285,000 for the current year due to additional fees paid to the
terminal's independent operator in conjunction with the 53% volume increase over
the prior year, additional snow removal costs, and due to the favorable
settlement in the prior year of a previously accrued loss and damage claim.

         Logistics operating expenses decreased $105,000, from $357,000 for the
first six months of fiscal 2000 to $252,000 for the first six months of the
current year in conjunction with the 38% volume decrease from the prior year.
Brokered freight expense associated with the reduction in canned goods business
accounted for $90,000 of this decrease, while labor and benefits accounted for
the majority of the remainder of the decrease.

                                       15
<PAGE>

         Selling and administrative expenses decreased $214,000, from $1,957,000
for the six months ended December 31, 1999 to $1,743,000 for the six months
ended December 31, 2000. The net decrease consists of a reduction in a wide
variety of expense categories including a reduction in professional fees as a
result of costs incurred in the prior year in pursuit of strategic initiatives,
a reduction in systems projects as a result of costs incurred in the prior year
to develop the Company's web site, a decrease in public relations and other
costs as a result of efforts to control administrative costs in the current
year, and a reduction in costs related to the unfilled president position for
the New England/Quebec operations in the current year. The responsibilities of
the president of the New England/Quebec operations are being assumed by the
Company's President and Chief Executive Officer until a replacement is found.
These decreases were partially offset by additional wages and benefits as a
result of normal wage increases and staff additions, additional provisions under
profit sharing, commission and incentive compensation arrangements, and less
significant increases in several other expense categories.

         Interest expense decreased $12,000 for the six-month period ended
December 31, 2000 as compared to the corresponding period in the prior year. The
decrease is attributable to scheduled principal payments, partially offset by an
increase in interest rates on variable rate debt and additional borrowings from
temporary prepayments of the Revolving Term Loan to finance various projects
over the past year.

         The provision for income taxes decreased $147,000, from $762,000 for
the six months ended December 31, 1999 to $615,000 for the six months ended
December 31, 2000. The effective tax rate decreased from 44.3% in the prior year
to 35.1% for the current year as a result of the mix between United States and
foreign taxable income. The provision for income taxes for the first six months
of both fiscal 2001 and fiscal 2000 includes $515,000 and $646,000,
respectively, of deferred federal tax expense relating to the amortization of
deferred tax assets which will not require any tax payments by the Company
currently or in the future.

Item 3.     Quantitative and Qualitative Disclosure about Market Risk

         None.

                                       16
<PAGE>

PART II.   OTHER INFORMATION


Item 1.    Legal Proceedings

         "Note 5. Contingencies" to the Company's Consolidated Financial
Statements included in this Form 10-Q is incorporated herein by reference.


Item 2.    Changes in Securities

         None.


Item 3.    Default Upon Senior Securities

         None.


Item 4.    Submission of Matters to a Vote of Security Holders

         The Company held its Annual Meeting of Stockholders on November 16,
2000. Proposals presented for a stockholder vote were (a) the election of
members of the Company's Board of Directors, and (b) the ratification of the
appointment of Arthur Andersen LLP as independent auditors for the Company for
the fiscal year ending June 30, 2001.

         (a)    Each of the following directors nominated by the Company were
                elected to serve in such capacity until their respective
                successors are elected and qualified, with the following voting
                results:

                                                              Withhold
                           Director              For          Authority
                           --------              ---          ---------

                   Michael J. Blake            6,015,372        105,794

                   Robert Grossman             6,014,642        106,524

                   Kimberly A. Madigan         6,015,428        105,738

                   Robert J. Smallacombe       6,015,202        105,964

                   Alfred P. Smith             6,091,785         29,381

                   Dean H. Wise                6,015,931        105,235

                   Scott F. Ziegler            6,087,543         33,623


         (b)    The appointment of Arthur Andersen LLP as the Company's
                independent auditors for the fiscal year ending June 30, 2001
                was approved with the following results:

<TABLE>
<CAPTION>
                                                       For       Against      Abstentions
                                                       ---       -------      -----------
               <S>                                  <C>        <C>           <C>
                Ratification of Arthur Andersen
                 LLP to serve as the
                 Company's independent
                 auditors for the fiscal year
                 ending June 30, 2001                6,077,454     29,838       13,874
</TABLE>

                                       17
<PAGE>

Item 5.     Other Information

         None.


Item 6.     Exhibits and Reports on Form 8-K

           (a)    There are no exhibits being filed as a part of this report.

           (b)    No reports on Form 8-K were filed during the three-month
                  period ended December 31, 2000.

                                       18
<PAGE>

SIGNATURES

         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 thereunto duly authorized.

                                            EMONS TRANSPORTATION GROUP, INC.


Date:   February 13, 2001                   By:   /s/Scott F. Ziegler
        -----------------                         -------------------
                                            Scott F. Ziegler
                                            Senior Vice President and
                                            Chief Financial Officer
                                            (signing on behalf of the
                                            registrant as its duly
                                            authorized officer and its
                                            principal financial and
                                            accounting officer)

                                       19