SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

[x]      Annual Report Pursuant to Section 13 or 15(d) of the
         Securities and Exchange Act of 1934 [Fee Required]


         For the Fiscal Year ended June 30, 1996

                           Commission File No. 0-18729

                    CONTINENTAL AMERICAN TRANSPORTATION, INC.
                  Name of Small Business Issuer in its Charter

         COLORADO                                 84-1099599
State or Other Jurisdiction of              IRS Employer Identification
Incorporation or Organization               Number

495 Lovers Lane, Calhoun, Georgia                     30701
-----------------------------------------            ------
Address of Principal Executive Offices              Zip Code

           (706) 629-8682
Issuer's telephone Number, Including Area Code

Securities Registered Pursuant to Section 12(b) of the Act:
                                                   NONE
Securities Registered Pursuant to Section 12(g) of the Act:

Title of Each Class                  Name of Each Exchange on Which Registered
    Common Stock Over the Counter  (OTC) Check  whether the issuer (1) filed all
reports  required to be filed by Section 13 or 15(d) of Securities  Exchange Act
during the past 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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  Form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [ ]

Registrant's' revenues for the fiscal year ended June 30, 1996
                                             were $36,801,423

         The aggregate  market value of voting stock held by  non-affiliates  of
the  registrant  as of October 4, 1996,  was  $8,487,581  (based upon $2.995 per
share  being the  average  bid and asked  prices on that date as reported by the
Electronic  Bulletin Board of the National  Association  of Securities  Dealers,
Inc.). In making this calculation, registrant has assumed, without admitting for
any purpose, that all executive officers, directors, employees of registrant, as
well as any entities they control, and no other persons, are affiliates.


<PAGE>



                                               EXHIBIT INDEX



10.8              Revolving Credit Agreement, dated
                  April 8, 1996, by and between
                  Carpet Transport, Inc., A&P
                  Transportation, Inc., Chase
                  Brokerage, Inc. and Transport
                  Clearings L.L.C.                            Page 201

10.9              Carpet Transport, Inc. 401(k) Plan          Page 216

10.10             Debt Restructure and Waiver Agreement,
                  dated August 21, 1996, by and between
                  the Company and Charles B. Prater           Page 232

10.11             Corporate Promissory Note
                  by the Company to Charles B. Prater,
                  dated August 21, 1996 in the amount
                  of 2,820,000.                               Page 235

10.12             Debt Restructure and Waiver Agreement,
                  dated August 21, 1996, by and between
                  the Company and Lynwood S. Warmack          Page 238

10.13             Corporate Promissory Note
                  by the Company to Lynwood S. Warmack,
                  dated August 21, 1996 in the amount
                  of $2,005,000.00                            Page 241

10.14             Secured Promissory Note
                  by the Company to Lynwood S. Warmack
                  and Charles B. Prater, dated
                  August 21, 1996 in the amount of
                  $7,290,000.00                               Page 244


16                Letter on Change in Certifying
                  Accountant                        Incorporated by reference
                                                    to Item 9 of Company's Form
                                                    10-K for the Year Ended 
                                                    June 30,  1994,  and 
                                                    Exhibit G to Company's
                                                    Proxy Statement.

21                Subsidiaries of the Registrant              Page 250

23                Consent of Rosenberg Rich Baker Berman
                  and Company                                 Page 251

27                Financial Data Schedule                     Page 252






                                                                38-2



                                   SIGNATURES



         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  the Company has duly caused this  Amendment No. 2 to Form
10-KSB to be signed on its behalf by the undersigned, thereunto duly authorized.


                                    CONTINENTAL AMERICAN TRANSPORTATION, INC.



                                   By: s/Timothy Holstein
                                       Timothy Holstein, President and Director


Dated:  December 11, 1996


                                   By: s/Erik Bailey
                                       Erik Bailey, Vice President,
                                       Chief Financial Officer and Director


Dated:  December 11, 1996




                                    By: s/Brian Henninger
                                        Brian Henninger, Secretary and Director



Dated:  December 11, 1996





CAT9610K.AM3