FORM 10-Q/A
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarterly Period Ended September 30, 1997        Commission File No 0-11300


                       BUILDERS TRANSPORT, INCORPORATED
                       --------------------------------
            (Exact name of registrant as specified in its charter)


           DELAWARE                                             58-1186216
-------------------------------                            -------------------

(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

POST OFFICE BOX 7005, 2029 WEST DEKALB STREET, CAMDEN, SOUTH CAROLINA   29020
-----------------------------------------------------------------------------
            (address of principal executive offices and zip code)

Registrant's telephone number, including area code             (803) 432-1400
                                                                -------------

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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

          Class                                Outstanding at November 10, 1997
----------------------------                    -----------------------------
Common Stock, par value $.01                               5,284,019
         per share













                      BUILDERS TRANSPORT, INCORPORATED
                              INDEX TO FORM 10-Q




Part I    FINANCIAL INFORMATION                                        Page No.
-------------------------------                                        --------

ITEM 1.   FINANCIAL STATEMENTS  (UNAUDITED)

     Condensed Consolidated Balance Sheets as of September 30, 1997
        and December 31, 1996                                               1

     Condensed Consolidated Statements of Income for the Three
        Months Ended September 30, 1997 and 1996 and the Nine Months
        Ended September 30, 1997 and 1996                                   3

     Condensed Consolidated Statements of Cash Flows for the Nine
        Months Ended September 30, 1997 and 1996                            4

     Notes to Condensed Consolidated Financial Statements                   5

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS                              7


Part II   OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS                                                 *

ITEM 2.   CHANGES IN SECURITIES                                             *

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES                                  11

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               *

ITEM 5.   OTHER INFORMATION                                                 *

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                                 11




* No information submitted under this caption.















PART 1.    FINANCIAL INFORMATION

CONDENSED CONSOLIDATED BALANCE SHEETS

BUILDERS TRANSPORT, INCORPORATED AND SUBSIDIARIES

                                                  September 30      December 31
                                                       1997            1996
                                                  -----------      -----------
                                                   (Unaudited)        (Note)
                                                     (Dollars in Thousands)

ASSETS

CURRENT ASSETS
  Cash and cash equivalents                         $     32         $    50
  Accounts receivable, less allowances
     (September 30,1997  -  $548;
      December 31, 1996  -  $456)                     33,770           34,108
  Prepaid expenses                                    15,629           14,921
  Repair parts and operating supplies                  3,179            3,538
                                                   ---------        ---------
     TOTAL CURRENT ASSETS                             52,578           52,617


PROPERTY AND EQUIPMENT                               312,047          309,478
  Less accumulated depreciation
     and amortization                               (137,669)        (117,235)
                                                   ---------        ---------
 
     TOTAL PROPERTY AND EQUIPMENT                    174,378          192,243


OTHER ASSETS                                          23,130           23,486
                                                   ---------        ---------


     TOTAL ASSETS                                   $250,118         $268,346
                                                   =========        =========


















                                     -1-

                                                  September 30      December 31
                                                      1997            1996
                                                  -----------      -----------
                                                   (Unaudited)        (Note)
                                                     (Dollars in Thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued expenses           $  17,827        $  15,889
   Other current liabilities                          13,759           11,717
   Current maturities of long-term debt              102,320           38,156
                                                   ---------        ---------
     TOTAL CURRENT LIABILITIES                       133,906           65,762

LONG-TERM DEBT
   Revolving credit agreement                            0             13,321
   Convertible Subordinated Debentures                   0             44,632
   Capital leases and other                           92,075          111,035
                                                   ---------        ---------
     TOTAL LONG-TERM DEBT                             92,075          168,988

DEFERRED CREDITS AND OTHER LIABILITIES
   Other                                               9,853           10,273
                                                   ---------        ---------
     TOTAL OTHER LIABILITIES                           9,853           10,273

STOCKHOLDERS' EQUITY
   Preferred stock, par value $.01 per share
     Authorized 1,000,000 shares; no shares issued
     at September 30, 1997 or December 31, 1996
   Common stock, par value $.01 per share
     Authorized 25,000,000 shares; Issued
     6,491,070 shares at September 30, 1997 and
     6,270,600 shares at December 31, 1996                65               63
     Paid-in capital                                  34,265           33,675
     Unearned compensation related to
     KSOP receivable                                  (4,232)          (4,337)
     Retained earnings                                  (768)           8,968
                                                   ---------        ---------
                                                      29,330           38,369
   Less cost of common stock in treasury
     (1,207,051 shares at September 30, 1997 and
                          December 31, 1996)         (15,046)         (15,046)
                                                   ---------        ---------
     TOTAL STOCKHOLDERS' EQUITY                       14,284           23,323
                                                   ---------        ---------

     TOTAL LIABILITIES AND
       STOCKHOLDERS' EQUITY                        $ 250,118        $ 268,346
                                                   =========        =========

Note: The balance sheet at December 31, 1996 has been derived from the audited 
financial statements at that date, but does not include all of the information 
and footnotes required by generally accepted accounting principles.

See notes to Condensed Consolidated Financial Statements

                                      -2-


CONDENSED CONSOLIDATED STATEMENTS OF INCOME  (UNAUDITED)

BUILDERS TRANSPORT, INCORPORATED AND SUBSIDIARIES

                                    Three Months Ended        Nine Months Ended
                                       September 30              September 30
                                     1997        1996          1997       1996
                                   ---------   ---------  ---------   ---------
                                      (In thousands, except per share amounts) 

OPERATING REVENUE                  $  73,002  $  73,462   $ 219,183  $ 217,390

OPERATING EXPENSES:
  Wages, salaries, and employee 
    benefits                          29,267     30,344      87,066     89,657
  Operations and maintenance          18,063     16,921      51,973     46,450
  Operating taxes and licenses         6,766      6,824      20,106     20,647
  Insurance and claims                 4,981      4,357      13,086     11,919
  Communications and utilities         1,103      1,145       3,034      3,581
  Depreciation and equipment rents     7,265      6,792      21,406     20,169
  (Gain) loss on disposition of 
     operating assets                    451        363         979       (960)
  Rents and purchased transportation   6,795      5,765      18,485     16,163
  Other operating expenses               573        270         942        878
                                   ---------  ---------   ---------  ---------
    Total Operating Expenses          75,264     72,781     217,077    208,504
                                   ---------  ---------   ---------  ---------

OPERATING INCOME                      (2,262)       681       2,106      8,886

OTHER DEDUCTIONS:
   Interest and other expenses         3,607      4,120      11,842     12,280
LOSS BEFORE INCOME TAXES              (5,869)    (3,439)     (9,736)    (3,394)

PROVISION FOR INCOME TAXES             1,503     (1,341)       ---      (1,324)
                                   ---------  ---------   ---------  ---------

  Net Loss                         $  (7,372) $  (2,098)  $  (9,736) $  (2,070)
                                   =========  =========   =========  =========

  BASIC AND DILUTED
  NET LOSS PER COMMON SHARE        $   (1.39) $   (0.41)  $   (1.85) $   (0.41)
                                   =========  =========   =========  =========

  BASIC AND DILUTED
  WEIGHTED AVERAGE SHARES OF
   COMMON STOCK OUTSTANDING        5,284,019  5,092,374   5,253,331  5,085,392

See notes to Condensed Consolidated Financial Statements









                                      -3-


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (UNAUDITED)

BUILDERS TRANSPORT, INCORPORATED AND SUBSIDIARIES

                                                         Nine Months Ended  
                                                            September 30   
                                                       1997             1996 
                                                   -----------      -----------
                                                          (In thousands)

NET CASH PROVIDED BY OPERATING ACTIVITIES           $  16,931       $  11,791

INVESTING ACTIVITIES
   Purchases of property and equipment                 (1,373)         (1,858)
   Proceeds from disposal of property and equipment     2,241           5,786
                                                    ---------       ---------
   NET CASH PROVIDED BY INVESTING
    ACTIVITIES                                            868           3,928

FINANCING ACTIVITIES
   Proceeds from lines of credit and
     long-term borrowings                                              17,734
   Principal payments on lines of credit,
     long-term debt and capital lease obligations     (17,817)        (33,287)
   Proceeds from the issuance of common stock                               4
   Purchase of treasury stock                                          (234)
                                                    ---------       ---------
   NET CASH USED BY FINANCING ACTIVITIES              (17,817)        (15,783)
                                                    ---------       ---------
   DECREASE IN CASH AND CASH EQUIVALENTS                  (18)            (64)

CASH AND CASH EQUIVALENTS AT BEGINNING
   OF PERIOD                                               50             109
                                                    ---------       ---------
CASH AND CASH EQUIVALENTS AT END
   OF PERIOD                                        $      32       $      45
                                                    =========       =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

   Cash paid during the period for interest         $   9,540       $  11,971

   Noncash investing activity:
     Property and equipment acquired
     through capital leases                         $   5,068       $  17,548

   Noncash financing activity:
     Common stock issued under employee
     benefit plans                                  $     592       $    390

See notes to Condensed Consolidated Financial Statements





                                      -4-




NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (UNAUDITED)
BUILDERS TRANSPORT, INCORPORATED AND SUBSIDIARIES

Note A -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have 
been prepared in accordance with generally accepted accounting principles for 
interim financial information and the instructions to Form 10-Q and Article 10 
of Regulation S-X.  Accordingly, they do not include all of the information 
and footnotes required by generally accepted accounting principles for complete
financial statements.  In management's opinion, all adjustments (consisting of 
normal recurring accruals) considered necessary for a fair presentation have 
been included.  Operating results for the nine-month period ended September 30,
1997, are not necessarily indicative of the results that may be expected for 
the year ended December 31, 1997.  For further information, refer to the 
consolidated financial statements and notes thereto included in the Company's 
Annual Report on Form 10-K for the year ended December 31, 1996.


Note B -- LONG-TERM DEBT

During the second quarter of 1997, the Company defaulted on the scheduled 
payments under its equipment capital leases ($133.8 million).  The capital 
leases represent primarily leased revenue equipment capitalized for 
approximately $210 million with accumulated amortization of approximately 
$70.0 million.  The capital lease defaults also constitute a default under the 
Credit Facility that would permit acceleration of that debt. The Company also 
defaulted on the May 1, 1997 and November 1, 1997 interest payments on its
6 1/2% Convertible Subordinated Debentures and the August 15, 1997 interest and
sinking fund payments on its 8% Convertible Subordinate Debentures. This 
continuing default constitutes a violation of the trust indenture governing 
those debentures that would permit acceleration of the debenture indebtedness.

As a result of the above defaults, the Credit Facility, the equipment capital 
leases, the 6 1/2% Convertible Subordinated Debentures, and the 8% Convertible
Subordinated Debentures have been classified as current liabilities with the 
exception of the long-term portion of the equipment capital leases where the 
equipment lessors and lenders have signed restructuring agreements.

The Company has engaged Alex. Brown & Sons as financial advisors in order to 
assist with restructuring it various equipment capital leases and convertible 
subordinated debentures.  The Company has presented restructuring proposals to 
the equipment lessors and lenders and to the representatives of the 
bondholders.  The Company contemplates that the restructuring of the 
convertible subordinated debentures will be successful and will generate 
significant taxable income.

See "Management's Discussion and Analysis of the Financial Condition and 
Results of Operations -Financial Condition, Liquidity and Sources of Capital 
and -Recent Developments and Trends" for additional details of the 
restructuring.






                                 -5-


Note C -- EARNINGS PER SHARE*

                               Three Months Ended         Nine Months Ended
                                  September 30              September 30
                               1997         1996         1997         1996
                           -----------  -----------  -----------  -----------
BASIC AND DILUTED(1):
Average shares outstanding   6,491,070    6,270,442    6,460,382    6,258,470
Assumed exercise of stock
   options                         -0-          -0-          -0-          -0-  
Treasury stock              (1,207,051)  (1,178,068)  (1,207,051)  (1,173,078)
                           -----------  -----------  -----------  -----------
  Totals                     5,284,019    5,092,374    5,253,331    5,085,392
                           ===========  ===========  ===========  ===========
Net loss                   $(7,372,417) $(2,098,492) $(9,736,110) $(2,069,769)
                           ===========  ===========  ===========  ===========
Per share amount:
  Net loss                 $     (1.39) $      (.41) $     (1.85) $      (.41)
                           ===========  ===========  ===========  ===========

(1) The effect of stock options and the conversion of the two series of 
Convertible Subordinated Debentures is antidilutive and is therefore excluded 
from the calculation of diluted earnings per share.

*  Earnings (loss) per share (EPS) amounts have been restated to reflect 
the  adoption of Statement of Financial Accounting Standards No. 128, 
"Earnings per Share", which replaces the presentation of primary EPS and 
fully diluted EPS with a presentation of basic EPS and diluted EPS, 
respectively.




























                                -6-


MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS


OPERATING RESULTS

Operating revenues for the third quarter of 1997 were $73.0 million, compared 
to $73.5 million for the third quarter of 1996, and for the first nine months 
of 1997, were $219.2 million, compared to $217.4 million for the first nine 
months of 1996.

Net loss for the third quarter of 1997 was $7.4 million, compared to $2.1 
million for the third quarter of 1996, and net loss for the first nine months 
of 1997 was $9.7 million compared to a net loss of $2.1 million for the first 
nine months of 1996.

The operating ratio (operating expenses as a percentage of operating revenues) 
was 103.1% and 99.0% for the third quarter and first nine months of 1997, 
respectively, compared to 99.1% and 95.9% for the same periods in 1996.  
Operating loss during the third quarter was $2.3 million, compared to operating 
income of $681,000 in the third quarter of 1996 and operating income for the 
first nine months of 1997 was $2.1 million, compared to $8.9 million for the 
first nine months of 1996.

Operating expenses, as a percentage of revenues, were higher for the third 
quarter and first nine months of 1997 as compared to the third quarter and 
first nine months of 1996 as a result of increases in maintenance expenses and 
purchased transportation.  There were increases in purchased transportation as 
a result of increasing the number of owner operators by approximately 30% from 
211 in 1996 to 276 in 1997.  Additionally, the first nine months of 1997 
reflected losses on disposal of operating assets of $979,000 compared to gains 
of $960,000 in the same period of 1996.

Comparing the third quarter of 1997 to the second quarter of 1997, freight 
volume continued to improve in the dedicated fleet division, however, freight 
volume was flat in the van division and decreased in the flatbed division.  
Demand for motor freight transportation has remained strong in all divisions, 
however, growth in freight volumes has not occurred as expected due to an 
increase in the number of unmanned trucks in the third quarter of 1997.

The financial results for the third quarter of 1997 were restated for the 
following:  (a) $2.2 million relating to a valuation allowance against income 
tax benefits previously recorded due to the significant losses incurred to 
date and management's assessment as to the likelihood at that time of such 
amount being realized, (b) $1.6 million relating to increases to the claims 
liability which pertain to the third quarter, (c) $1.8 million relating to 
certain operating accounts based upon management's reevaluation of amounts 
accrued in the third quarter, and(d) $600,000 of costs, primarily associated 
with the debt restructuring, which the Company determined should be expensed 
in the third quarter rather than amortized based upon review of the final 
restructured agreements.






                                     -7-


FACTORS THAT MAY AFFECT FUTURE RESULTS

The Company's future operating results may be affected by a number of factors 
such as:  uncertainties relative to economic conditions; industry factors 
including, among others, competition, rate pressure, driver availability and 
fuel prices; and, the Company's ability to sell its services profitably, 
successfully increase market share in its core businesses and effectively 
manage expense growth relative to revenue growth in anticipation of continued 
pressure on gross margins.  The Company's operating results could be adversely 
affected should the Company be unable to anticipate customer demand accurately 
or to effectively manage the impact on the Company of changes in the trucking, 
transportation and logistics industries.

Because of the foregoing factors, as well as other factors affecting the 
Company's operating results, past financial performances should not be 
considered to be a reliable indicator of future performance, and investors 
should not use historical trends to anticipate results or trends in future 
periods.

FINANCIAL CONDITION, LIQUIDITY AND SOURCES OF CAPITAL

In conjunction with the proposed restructuring of the Company's debt 
obligations, the Company has entered into amended lease or loan agreements 
with most of the Company's equipment lessors and lenders that have resulted in 
revised payment schedules.  Pursuant to these revised payment schedules, the 
Company has made payments aggregating $13.6 million on various portions of 
principal and interest payments originally scheduled for April through October 
1997, that aggregated $23.4 million prior to obtaining the amendments to these 
credit agreements.  With respect to other equipment debt agreements in which 
the Company has not yet reached an agreement with its lessors, the Company has 
made partial payments aggregating $679,000 for April through October.  
The original scheduled payments for April through October aggregated $2.2 
million for these lessors.  The Company did not make the interest payments on 
its 61/2% Convertible Subordinated Debentures that were due May 1, 1997 and 
November 1, 1997.  The Company also did not make the interest payment or 
sinking fund payment on its 8% Convertible Subordinated Debentures due August 
15, 1997.  See "Recent Developments and Trends" and Note B to Condensed 
Consolidated Financial Statements.

Prepaid expenses increased by approximately 5% since December 31, 1996, 
primarily due to the normal annual prepayment of licenses and taxes.  Repair 
parts and operating supplies decreased by approximately 10% since December 31, 
1996, primarily as a result of the efforts of the Company to minimize 
inventory levels.

Even though there was lower operating income in the first nine months 
of 1997, compared to the first nine months of 1996, operating cash flows 
increased primarily as a result of decreased accounts receivables in 1997 as 
compared to 1996.  The Company's cash flow and cash requirements tend to 
fluctuate during the year.  Generally more cash is required during the first 
part of the year, primarily to fund the Company's annual prepayments of 
operating taxes and licenses and less profitable operations.  Cash flow from 
operations generally increases consistently beginning in the second quarter 
through year-end.  The Company uses the revolving portion of its Credit 
Facility to smooth cyclical cash flows associated with its operations.


                                     -8-


RECENT DEVELOPMENTS AND TRENDS

In March 1997, the Company retained Alex. Brown & Sons Incorporated as its 
financial advisor to assist in restructuring certain of the Company's debt 
obligations.  As noted above, the Company has restructured the payment 
schedules on much of its equipment debt.  With respect to other equipment debt 
agreements in which the Company has not yet reached an agreement with its 
lessors, the total suspended payments aggregated $1.5 million.  The 
Company is therefore in default under those agreements, and, while the Company 
has no payment defaults under its general credit facility (pursuant to which 
$13.8 million is currently outstanding), the equipment debt defaults constitute 
defaults under the general credit facility that would permit acceleration of 
that debt.  Further, certain of the equipment debt defaults have become events 
of default with respect to the Company's two series of Convertible Subordinated 
Debentures(pursuant to which $46.8 million is currently outstanding) that also 
would permit acceleration.  The Company has not made interest payments due May 
1, 1997, and November 1, 1997, with respect to its 61/2% Convertible 
Subordinated Debentures.  The Company has not made the interest payment or 
sinking fund payment due August 15, 1997, on its 8% Convertible Subordinated 
Debentures.  The Company has received no demands or notices of default under 
its general credit agreement, nor does the Company expect any such demands or 
notices so long as its restructuring discussions are progressing 
satisfactorily.

The Company has executed amended lease or loan agreements with certain of the 
equipment lessors and lenders which represents $111.7 million of the total 
outstanding for the capital leases and loans ($133.8 million).  The Company 
has reached an agreement in principle and awaits documentation with certain of 
the equipment lessors and lenders which represents $14.9 million of the total 
outstanding.

The Company has, however, received notices of default or lawsuits from 
equipment creditors representing approximately $7.2 million in outstanding 
equipment debt purporting to exercise various remedies ranging from termination
of leases and return of equipment to acceleration of remaining amounts under 
the applicable equipment leases or loans.  The Company and its financial 
advisor regard this as a customary and expected response, and they are 
currently engaged in discussions with those creditors as well as 
representatives of holders of the Company's Convertible Subordinated 
Debentures. The Company believes, based on the progress of the restructuring 
discussions to date, that it will be able to achieve a successful restructuring
that will improve the Company's cash flow and better position the Company for 
a return to profitability and achieving its long-term goals.  The Company 
contemplates that the successful restructuring of the convertible subordinated 
debentures will generate significant taxable income.

FORWARD LOOKING STATEMENTS

Statements in this document that are not historical facts are hereby identified
as "forward looking statements" for the purpose of the safe harbor provided 
by Section 21E of the Securities Exchange Act of 1934 and Section 27A of the 
Securities Act of 1933.  The Company cautions readers that such "forward 
looking statements," including without limitation, those relating to the 
Company's future business prospects, revenues, working capital, liquidity, 
capital needs, interest costs and income, wherever they occur in this document 
or in other statements attributable to the Company are necessarily estimates 
reflecting the best judgment of the Company's senior management and involve a 

                                     -9-


number of risks and uncertainties that could cause actual results to differ 
materially from those suggested by the "forward looking statements"  Such 
"forward looking statements" should, therefore, be considered in light of 
various important factors including those set forth below and others set forth 
from time to time in the Company's reports and registration statements filed 
with the SEC.

The foregoing discussions under "FINANCIAL CONDITION, LIQUIDITY AND SOURCES OF 
CAPITAL" and "RECENT DEVELOPMENTS AND TRENDS" are particularly susceptible 
to the risks and uncertainties discussed above.  Moreover, the Company through 
its senior management may from time to time make such "forward looking 
statements" about the matters described herein or other matters concerning the 
Company.

The Company disclaims any intent or obligation to update "forward looking 
statements."









































                                     -10-




PART II.  OTHER INFORMATION


Item 3.  Defaults Upon Senior Securities

For a discussion of certain defaults see "Management's Discussion and Analysis 
of the Financial Condition and Results of Operations: Financial Condition, 
Liquidity and Sources of Capital and Recent Developments and Trends" and Note B 
to Condensed Consolidated Financial Statements.

Item 6.  Exhibits and Reports on Form 8-K

  (a)  Exhibit 27 Financial Date Schedule (for SEC use only)
  
  (b)  Reports on Form 8-K.  There were no reports on Form 8-K filed for the 
       quarter ended September 30, 1997.


                               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.


                                            BUILDERS TRANSPORT, INCORPORATED



Date:  April 8, 1997                             By:  /S/ T.M. Guthrie
       -----------------------                   -----------------------------
                                                 T.M. Guthrie
                                                 Chief Financial Officer
                                                 and Treasurer
                                                 Signed in the dual capacity 
                                                 of a duly authorized officer 
                                                 of the Registrant and the 
                                                 Principal Accounting Officer 
                                                 of the Registrant





                                      -11-