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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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FORM 10-Q

|X|

FOR THE QUARTER ENDED MARCH 31, 2006

OR

|

FOR THE TRANSITION PERIOD FROM         to

Commission file number:

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VITRAN CORPORATION INC.

|Ontario, Canada                                                       | (I.R.S. Employer   
|--------------------------------------------------------------------- | -------------------
|(State
      of incorporation)                                        | Identification No.)
|                                                                      |                    
|185 The West Mall, Suite 701, Toronto, Ontario, Canada, M9C
      5L5
|(Address of principal executive offices)(Zip Code)                   
|                                                                      |                    
|416-596-7664                                                         
|(Registrant's telephone number, including area
  code)               

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 is a large accelerated filer,
an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of
the Exchange Act). Large accelerated filer | | Accelerated filer |X|Non-accelerated filer | |

Indicate by check mark whether the Registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes | |     No |X|

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

The number of shares of common stock outstanding at April 19, 2006 was
12,721,136.

1

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|                 |                                                                  |     
|---------------- | ---------------------------------------------------------------- | ----
|TABLE OF CONTENT
|                 |                                                                  |     
|Item             |                                                                  |     
|                 |                                                                  | Page
|                 |                                                                  |     
|PART I           | Financial Information                                            |     
|                 |                                                                  |     
|1.               | Financial Statements                                             | 3   
|                 |                                                                  |     
|2.               | Management's Discussion and
Analysis                             | 14  
|                 |                                                                  |     
|3.               | Quantitative and Qualitative Disclosures
      About Market Risk | 20  
|                 |                                                                  |     
|4.               | Controls and Procedures                                          | 20  
|                 |                                                                  |     
|                 |                                                                  |     
|PART II          | Other Information                                                |     
|                 |                                                                  |     
|1.               | Legal Proceedings                                                | 20  
|                 |                                                                  |     
|2.               | Changes in Securities and Use of
      Proceeds                  | 21  
|                 |                                                                  |     
|3.               | Defaults Upon Senior Securities                                  | 21  
|                 |                                                                  |     
|4.               | Submission of Matters to a Vote of Security
      Holders        | 21  
|                 |                                                                  |     
|5.               | Other Information                                                | 21  
|                 |                                                                  |     
|6.               | Exhibits and Reports on Form 8-K                                 | 22  

2

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Part I. Financial Information

Item 1: Financial Statements

|                                                                              |                  |                 
|----------------------------------------------------------------------------- | ---------------- | ----------------
|Vitran Corporation
      Inc.                                                
|                                                                             
|Consolidated Statements
      Of Income                                      
|(Unaudited)                                                                  
|                                                                             
|(in thousands of United
    States dollars except per share amounts)         
|                                                                              |                  |                 
|                                                                              | Three
    months | Three
    months
|                                                                              |                  | Ended           
|                                                                              |                  | Mar. 31, 2006   
|                                                                              |                  | (US
      GAAP) 
|                                                                              |                  |                 
|Revenue                                                                       | $                | 115,127         
|Operating expenses                                                            |                  | 97,121          
|Selling, general and
      administrative expenses                            |                  | 10,743          
|Other income                                                                  |                  | (116)           
|Depreciation and amortization
      expense                                   |                  | 2,407           
|                                                                              |                  | 110,155         
|                                                                              |                  |                 
|Income from operations before
    undernoted                                  |                  | 4,972           
|                                                                              |                  |                 
|Interest expense (income), net                                                |                  | 176             
|                                                                              |                  |                 
|Income from operations before income
      taxes                              |                  | 4,796           
|                                                                              |                  |                 
|Income taxes                                                                  |                  | 1,173           
|                                                                              |                  |                 
|Net income before cumulative effect of a change
      in accounting principle | $                | 3,623           
|                                                                              |                  |                 
|Cumulative effect of a change in accounting
      principle                   | $                | 141             
|                                                                              |                  |                 
|Net income                                                                    | $                | 3,764           
|                                                                              |                  |                 
|Earnings per share                                                            |                  |                 
|Basic:                                                                        |                  |                 
|Net income before
      cumulative effect of a change in accounting principle | $                | 0.29            
|Cumulative effect of a
      change in accounting principle                   | $                | 0.01            
|Net income                                                                    | $                | 0.30            
|                                                                              |                  |                 
|Diluted:                                                                      |                  |                 
|Net income before
      cumulative effect of a change in accounting principle | $                | 0.28            
|Cumulative effect of a
      change in accounting principle                   | $                | 0.01            
|Net income                                                                    | $                | 0.29            
|                                                                              |                  |                 
|Weighted average number of
      shares:                                      |                  |                 
|Basic                                                                         |                  | 12,652,075      
|Diluted                                                                       |                  | 12,934,751      
|                                                                             

See accompanying notes to consolidated financial
statements

3

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|                                           
|-------------------------------------------
|Vitran Corporation Inc.                    
|                                           
|Consolidated Balance Sheets                
|                                           
|(in thousands of United States
    dollars)

|                                                          |               |               |              
|--------------------------------------------------------- | ------------- | ------------- | -------------
|                                                          | Mar. 31, 2006 | Dec. 31, 2005 | Dec. 31, 2005
|                                                          |               |               | (CDN GAAP    
|                                                          |               |               | as previously
|                                                          | (US GAAP)     | (US GAAP)     | reported)    
|                                                          | (Unaudited)   | (Audited)     | (Audited)    
|Assets                                                    |               |               |              
|Current assets:                                           |               |               |              
|Cash and cash equivalents                                 | $ 14,970      | $ 14,592      | $ 14,592     
|Accounts receivable                                       | 50,337        | 46,587        | 46,587       
|Inventory, deposits and prepaid
      expenses            | 8,586         | 8,396         | 8,396        
|Future income taxes                                       | 2,115         | 1,442         | 1,442        
|                                                          | 76,008        | 71,017        | 71,017       
|Capital assets                                            | 68,285        | 66,807        | 66,807       
|Intangible assets                                         | 2,372         | 2,456         | 2,456        
|Goodwill (note 6)                                         | 63,155        | 61,448        | 61,448       
|                                                          | $209,820      | $201,728      | $201,728     
|Liabilities and Shareholders'
      Equity                |               |               |              
|Current liabilities:                                      |               |               |              
|Accounts payable and accrued
      liabilities            | $ 49,287      | $ 41,362      | $ 41,362     
|Income and other taxes payable                            | 712           | 1,124         | 1,124        
|Current portion of long-term
    debt                     | 6,408         | 5,845         | 5,845        
|                                                          | 56,407        | 48,331        | 48,331       
|Long-term debt                                            | 3,781         | 8,588         | 8,588        
|Future income taxes                                       | 6,057         | 5,007         | 5,007        
|                                                          |               |               |              
|Shareholders' equity:                                     |               |               |              
|Common shares, no par value, unlimited
      authorized,  |               |               |              
|12,721,136 and 12,647,636 issued and
      outstanding at |               |               |              
|March 31, 2006 and December 31, 2005,
      respectively  | 63,925        | 63,604        | 63,604       
|Additional paid-in capital                                | 1,005         | 956           | 956          
|Retained earnings                                         | 75,317        | 71,553        | 72,310       
|Accumulated other comprehensive
      income              | 3,328         | 3,689         | 2,932        
|                                                          | 143,575       | 139,802       | 139,802      
|                                                          | $209,820      | $201,728      | $201,728     
|Contingent liabilities (note
10)                          |               |               |              

See accompanying notes to consolidated financial
statements

4

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VITRAN CORPORATION INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)

|                                       |               |         |          |               |               |        |        | Accumulated |       |  
|-------------------------------------- | ------------- | ------- | -------- | ------------- | ------------- | ------ | ------ | ----------- | ----- | -
|                                       |               |         |          | Additional    |               |        | other  | Total      
|                                       | Common shares | Paid-in | Retained | comprehensive | Shareholders'
|                                       | Shares        | Amount  | Capital  | Earnings      | income        | Equity
|                                       |               |         |          |               |               |        |        |             |       |  
|December 31,
      2005                | 12,647,636    | $       | 63,604   | $             | 956           | $      | 71,553 | $           | 3,689 | $
|Shares issued upon
      exercise of   |               |         |          |               |               |        |        |             |       |  
|employee stock
      options           | 73,500        | $       | 321      |               |               |        |        |             |       | $
|Net
income                             |               |         |          |               |               | $      | 3,764  |             |       | $
|Other comprehensive
      income       |               |         |          |               |               |        |        | $           | (361) | $
|Share based
      compensation         |               |         |          | $             | 190           |        |        |             |       | $
|Cumulative effect
      of a change in |               |         |          |               |               |        |        |             |       |  
|accounting principle                   |               |         |          | $             | (141)         |        |        |             |       | $
|March 31,
2006                         | 12,721,136    | $       | 63,925   | $             | 1,005         | $      | 75,317 | $           | 3,328 | $
|                                       |               |         |          |               |               |        |        |             |       |  
|                                       |               |         |          |               |               |        |        |             |       |  
|                                       |               |         |          |               |               |        |        |             |       |  
|                                       |               |         |          |               |               |        |        | Accumulated |       |  
|                                       |               |         |          | Additional    |               |        | other  | Total      
|                                       | Common shares | Paid-in | Retained | comprehensive | Shareholders'
|                                       | Shares        | Amount  | Capital  | Earnings      | income        | Equity
|                                       |               |         |          |               |               |        |        |             |       |  
|December 31,
      2004                | 12,419,678    | $       | 60,798   | $             | 323           | $      | 54,215 | $           | 3,849 | $
|Shares issued upon
      exercise of   |               |         |          |               |               |        |        |             |       |  
|employee stock
      options           | 5,500         | $       | 17       |               |               |        |        |             |       | $
|Shares repurchased
      for           |               |         |          |               |               |        |        |             |       |  
|cancellation                           | (44,900)      | $       | (220)    |               |               | $      | (452)  |             |       | $
|Net
income                             |               |         |          |               |               | $      | 2,754  |             |       | $
|Other comprehensive
      income       |               |         |          |               |               |        |        | $           | (400) | $
|Share based compensation               |               |         |          | $             | 129           |        |        |             |       | $
|March 31,
2005                         | 12,380,278    | $       | 60,595   | $             | 452           | $      | 56,517 | $           | 3,449 | $

5

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VITRAN CORPORATION INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands of United States dollars)

|                                                            | Three
    months | Three
    months
|----------------------------------------------------------- | ---------------- | ----------------
|                                                            | Ended            | Ended           
|                                                            | Mar. 31, 2006    | Mar. 31, 2005   
|                                                            | (US GAAP)        | (US GAAP)       
|Cash provided by
      (used in):                           |                  |                 
|                                                            |                  |                 
|Net income                                                  | $                | 3,764           
|Items not involving cash from
      operations              |                  |                 
|Depreciation expense                                        |                  | 2,407           
|Future income taxes                                         |                  | 377             
|Stock based compensation
expense                            |                  | 190             
|Gain on sale of capital assets                              |                  | (116)           
|Cumulative effect of a change in accounting
      principle |                  | (141)           
|Change in non-cash working capital
      components         |                  | 1,955           
|                                                            |                  | 8,436           
|Investments:                                                |                  |                 
|Purchase of capital
      assets                            |                  | (1,878)         
|Proceeds on sale of
      capital assets                    |                  | 170             
|Marketable securities                                       |                  | --              
|Acquisition of
      business assets                        |                  | (2,251)         
|                                                            |                  | (3,959)         
|Financing:                                                  |                  |                 
|Repayment of
      revolving credit facility                |                  | (2,985)         
|Repayment of
      long-term debt                           |                  | (1,321)         
|Issue of common
      shares                                |                  |                 
|upon exercise of
      stock options                        |                  | 321             
|Repurchase of
      common shares                           |                  | --              
|                                                            |                  | (3,985)         
|Effect of
      translation adjustment on cash              |                  | (114)           
|Increase (decrease)
      in cash position                  |                  | 378             
|Cash position,
      beginning of period                    |                  | 14,592          
|Cash position, end
      of period                          | $                | 14,970          
|                                                            |                  |                 
|Change in non-cash
      working capital components:        |                  |                 
|Accounts receivable                                         | $                | (2,346)         
|Inventory, deposits and prepaid
      expenses              |                  | 188             
|Income and other taxes
      recoverable/payable            |                  | (412)           
|Accounts payable and accrued
      liabilities              |                  | 4,525           
|                                                            | $                | 1,955           

See accompanying notes to consolidated financial statements.



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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(In thousands of United States dollars except for per share
amounts)

1. Accounting Policies

The interim consolidated financial statements have been prepared in
accordance with United States generally accepted accounting principles with a
reconciliation to Canadian generally accepted accounting principles in note 12.
The Ontario Business Corporations Act ("OBCA") regulations allow issuers that
are required to file reports with the Securities and Exchange Commission in the
United States to file financial statements under United States GAAP to meet
their continuous disclosure obligations in Canada. Prior to 2006 Vitran prepared
its consolidated financial statements in accordance with Canadian GAAP with a
reconciliation to United States GAAP.The interim consolidated financial statements do not contain all the
disclosures required by United States and Canadian generally accepted accounting
principles. The interim consolidated financial statements have been prepared in
accordance with instructions to Quarterly Report on Form 10-Q. The interim
consolidated financial statements should be read in conjunction with the
Company's 2005 Annual Report and the 2005 Annual Report on Form 10-K with
emphasis on Note 12 which describes the differences between Unites Stated and
Canadian GAAP. The interim consolidated financial statements follow the same
accounting principles and methods of application as the most recent annual
consolidated financial statements as there are no material differences in the
Company's accounting policies between United States and Canadian GAAP at March
31, 2006 other than as denoted in note 12.

These unaudited consolidated interim financial statements reflect all
adjustments which are, in the opinion of management, necessary to a fair
presentation of the results of the interim period presented. Operating results
for the quarter ended March 31, 2006 are not necessarily indicative of the
results of operations that may be expected for the year ended December 31, 2006.

All amounts in these consolidated interim financial statements are expressed
in United States dollars, unless otherwise stated.

2

SFAS 156 amends SFAS Statement No.140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities", with respect
to the accounting for separately recognized servicing assets and servicing
liabilities. The Statement addresses the recognition and measurement of
separately recognized servicing assets and liabilities and provides an approach
to simplify efforts to obtain hedge-like (offset) accounting. SFAS 56 will be
adopted January 1, 2007 as required by the statement. The requirements of SFAS
156 are not expected to have an effect on the Company's consolidated financial
statements.

SFAS 155 amends SFAS 133, Accounting for Derivatives and Hedging Activities,
and No. 140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, and allows an entity to remeasure at fair value
a hybrid financial instrument that contains an embedded derivative that
otherwise would require bifurcation from the host, if the holder irrevocably
elects to account for the whole instrument on a fair value basis. Subsequent
changes in the fair value of the instrument would be recognized in earnings.
SFAS 155 will be adopted January 1, 2007 as required by the statement. The
requirements of SFAS 155 are not expected to have an effect on the Company's
consolidated financial statements.



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3.

The United States dollar is the functional currency of the Company's
operations in the United States. The Canadian dollar is the functional currency
of the Company's Canadian operations.

Each operation translates foreign currency denominated transactions into its
functional currency using the rate of exchange in effect at the date of the
transaction.

Monetary assets and liabilities denominated in foreign currency are
translated into the functional currency of the operation using the period-end
rate of exchange giving rise to a gain or loss that is recognized in income
during the current period.

For reporting purposes, the Canadian operations are translated into United
States dollars using the current rate method. Under this method, all assets and
liabilities are translated at the period-end rate of exchange and all revenue
and expense items are translated at the average rate of exchange for the period.
The resulting translation adjustment is recorded as a separate component of
shareholders equity. United States dollar debt of $10.1 million is designated as
a hedge of the investment in the United States dollar functional operations.

4.

In addition to the Directors DSU plan disclosed in the Company's 2005 Annual
Report on Form 10-K, commencing January 1, 2006 the Company adopted a DSU plan
for senior executives. Under this plan, eligible senior executives receive units
at the end of each quarter based on the market price of common shares equivalent
to the senior executive's entitlement. The entitlement amount varies based on
the senior executive's position in the Company and the years of eligible
service. The maximum entitlement amount varies between $2,500 and $20,000 per
annum. The Company records compensation expense and the corresponding liability
each period based on changes in the market price of common shares.

5.

On January 3, 2006, the Company acquired all the assets and selected
liabilities of Sierra West Express Inc. ("SWE"), a private LTL carrier
headquartered in Sparks, Nevada. SWE added eight new terminals to Vitran's
network in the states of Nevada, California and Arizona. The acquisition was an
asset purchase with an aggregate purchase price of $2.5 million, comprised of
$2.3 million of cash and a $0.2 million note payable to the vendor in April
2007. The results of operations of SWE are included in the consolidated results
of the Company commencing January 3, 2006. The cash portion of the transaction
was financed from existing cash on-hand.

The following table summarizes the estimated fair value of the assets
acquired and selected liabilities assumed at the date of the acquisition. The
Company has not yet completed the allocation of identifiable intangible assets
and goodwill. The Company does not anticipate that the amortization of
intangible assets would be material to 2006 first quarter results.

|Current assets                             | $ | 1,776
|------------------------------------------ | - | -----
|Capital
      assets                       |   | 2,127
|Goodwill and other intangible
      assets |   | 1,749
|                                           |   | 5,652
|                                           |   |      
|Current
      liabilities                  |   | 3,155
|                                           |   |      
|Total purchase
      price                 | $ | 2,497

The following pro forma financial information reflects the results of
operations of Vitran as if the acquisition of SWE had taken place on January 1,
2005. The pro forma financial information also reflects the results of
operations of Chris Truck Line ("CTL") as if the acquisition had taken place on
January 1, 2004. The CTL acquisition took place on May 31, 2005 and was
previously disclosed in Vitran's 2005 Annual Report on Form 10-K. The pro forma
financial information is not necessarily indicative of the results as it would
have been if the acquisition had been effected on the assumed date and is not
necessarily indicative of future results:

8

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|                                           |                      |        
|------------------------------------------ | -------------------- | -------
|                                           | March 31,
      2005
|                                           |                      |        
|Pro forma
      revenue                    | $                    | 105,166
|Pro forma net
      income                 |                      | 3,507  
|                                           |                      |        
|Pro forma diluted earnings per
      share | $                    | 0.27   

6.

|                                                    |   | Goodwill
|--------------------------------------------------- | - | --------
|                                                    |   |         
|Balance at
      December 31, 2005                  | $ | 61,448  
|Foreign exchange
      on CDN$ denominated goodwill |   | (42)    
|                                                    |   |         
|Acquisition of
      assets                         |   | 1,749   
|                                                    |   |         
|Balance at March 31,
      2006                     | $ | 63,155  

7.

Under the Company's stock option plan, options to purchase Common Shares of
the Company may be granted to key employees, officers and directors of the
Company and its affiliates by the Board of Directors or by the Company's
Compensation Committee. There are 801,500 options outstanding under the plan.
The term of each option is ten years and the vesting period is generally five
years. The exercise price for options is the trading price of the Common Shares
of the Company on the Toronto Stock Exchange on the day of the grant.

For all stock option grants prior to January 1, 2003, stock-based
compensation to employees was accounted for based on the intrinsic value method
under APB No. 25 and related interpretations. On January 1, 2003 in accordance
with a transitional option permitted under amended SFAS 148, the Company had
prospectively applied the fair-value-based method to all stock options granted
on or after January 1, 2003. The company recognized share-based compensation for
all stock options granted on or after January 1, 2003 and presented the
disclosures required by SFAS 123.

On January 1, 2006, the Company adopted SFAS 123(R), "Share-Based Payment",
using the modified prospective transition method. In accordance with the
modified prospective transition method, the consolidated financial statements
have not been restated to reflect the impact of SFAS 123(R).

Under SFAS 123(R), using the modified prospective method, compensation
expense is recognized for all share-based payments granted prior to, but not yet
vested as of, January 1, 2006 based on the grant date fair value estimated in
accordance with the original provisions of SFAS 123 and compensation expense is
recognized for all share-based payments granted on or after January 1, 2006,
based on the grant date fair value estimated in accordance with the provision of
SFAS 123(R).

The Company recorded in income $0.1 million related to the cumulative effect
of a change in accounting principle as of January 1, 2006. In accordance with
SFAS 123 the Company recognized compensation expense assuming all awards will
vest and reversed recognized compensation expense for forfeited awards only when
the awards were actually forfeited. SFAS 123(R) requires an estimate of
forfeitures when recognizing share-based compensation expense. Compensation
expense recognized under SFAS 123(R) for the three month ended March 31, 2006
was $0.2 million (March 31, 2005 - $0.1 million).

9

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The fair value of each stock option granted was estimated using the
Black-Scholes fair value option-pricing model with the following assumptions:

|                                                                                               | 2006         
|---------------------------------------------------------------------------------------------- | -------------
|Options
      granted                                                                          | 102,500      
|Risk-free
      interest rate                                                                  | 4.19%        
|Dividend
      yield                                                                           | --           
|Volatility factor
      of the future expected market price of the Company's common
    shares | 33.22%       
|Expected life of
      the options                                                             | 6
      years

The weighted average estimated fair value at the date of grant for the
options granted in 2006 was $7.69 per share.

8

The components of other comprehensive income (loss) such as changes in
foreign currency adjustments are required to be added to the Company's reported
net income to arrive at comprehensive net income (loss). Other comprehensive
income (loss) items have no impact on the reported net income as presented on
the Consolidated Statements of Income.

The following are the components of other comprehensive income, net of income
taxes for the three months ended March 31, 2006 and 2005:

|                           | Three
    months | Three
    months
|-------------------------- | ---------------- | ----------------
|                           |                  | Ended           
|                           | Mar. 31, 2006    | Mar. 31, 2005   
|Net income                 | $                | 3,764           
|Translation adjustment (1) |                  | (361)           
|Other comprehensive income | $                | (361)           
|Comprehensive net income   | $                | 3,403           

(1) The cumulative translation adjustment represents the unrealized
translation gains and losses from the translation of the Canadian dollar
functional currency to the United States dollar reporting currency.

9.

|                                                               | Three
    months | Three
    months
|-------------------------------------------------------------- | ---------------- | ----------------
|                                                               |                  | Ended           
|                                                               | Mar. 31, 2006    | Mar. 31, 2005   
|Numerator:                                                     |                  |                 
|Net income                                                     | $                | 3,764           
|Denominator:                                                   |                  |                 
|Basic weighted-average shares
    outstanding                  | 12,652,075       | 12,411,968      
|Dilutive stock options                                         |                  | 282,876         
|Dilutive weighted-average shares
      outstanding             | 12,934,951       | 12,754,930      
|                                                               |                  |                 
|Basic earnings per share before cumulative
      effect of a   |                  |                 
|change in accounting principle                                 | $                | 0.29            
|Effect of a change in accounting
      principle               | $                | 0.01            
|Basic earnings per share                                       | $                | 0.30            
|                                                               |                  |                 
|Diluted earnings per share before cumulative
      effect of a |                  |                 
|change in accounting principle                                 | $                | 0.28            
|Effect of a change in accounting
      principle               | $                | 0.01            
|Diluted earnings per share                                     | $                | 0.29            

Diluted earnings per share exclude the effect of 480,500 options.

10

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10. Contingent Liabilities

The Company is subject to legal proceedings that arise in the ordinary course
of business. In the opinion of management, the aggregate liability, if any, with
respect to these actions will not have a material adverse effect on the
consolidated financial position, results of operations or cash flows. Legal
costs are expensed as incurred.

11. Segmented Information

|Three months
      ended              | Less-than-     |               |               |                 | Corporate Office | Consolidated   
|------------------------------------- | -------------- | ------------- | ------------- | --------------- | ---------------- | ---------------
|Mar. 31, 2006                         | truckload      | Logistics     | Truckload     | Total           | and Other        | Totals         
|                                      |                |               |               |                 |                  |                
|Revenue                               | $
      97,423 | $
      9,412 | $
      8,292 | $
      115,127 | $
      --       | $
      115,127
|Operating, selling,
      general and |                |               |               |                 |                  |                
|administrative
      expenses         | 90,347         | 8,814         | 7,694         | 106,855         | 1,009            | 107,864        
|Other
    income                      | (116)          | --            | --            | (116)           | --               | (116)          
|Depreciation and
      amortization   | 2,124          | 84            | 188           | 2,396           | 11               | 2,407          
|Income (loss) from
      operations   | $ 5,068        | $ 514         | $ 410         | $ 5,992         | $ (1,020)        | 4,972          
|Interest expense,
      net           |                |               |               |                 |                  | 176            
|Income
    taxes                      |                |               |               |                 |                  | 1,173          
|Net income before
      effect of a   |                |               |               |                 |                  |                
|change in
      accounting principle  |                |               |               |                 |                  | 3,623          
|Effect of change in
      accounting  |                |               |               |                 |                  |                
|principle                             |                |               |               |                 |                  | 141            
|Net
income                            |                |               |               |                 |                  | $ 3,764        
|                                      |                |               |               |                 |                  |                
|                                      |                |               |               |                 |                  |                
|                                      |                |               |               |                 |                  |                
|Three months
      ended              | Less-than-     |               |               |                 | Corporate Office | Consolidated   
|Mar. 31, 2005                         | truckload      | Logistics     | Truckload     | Total           | and Other        | Totals         
|                                      |                |               |               |                 |                  |                
|Revenue                               | $
      76,105 | $8,876        | $
      8,960 | $
      93,941  | $
      --       | $
      93,941 
|Operating, selling,
      general and |                |               |               |                 |                  |                
|administrative
      expenses         | 71,770         | 8,419         | 8,076         | 88,265          | 696              | 88,961         
|Other
    income                      | (10)           | --            | --            | (10)            | --               | (10)           
|Depreciation                          | 1,082          | 93            | 142           | 1,317           | 14               | 1,331          
|Income (loss) from
      operations   | $ 3,263        | $ 364         | $ 742         | $ 4,369         | $ (710)          | 3,659          
|Interest income,
      net            |                |               |               |                 |                  | (48)           
|Income
    taxes                      |                |               |               |                 |                  | 953            
|Net
income                            |                |               |               |                 |                  | $
  2,754      

12. United States and Canadian accounting policy differences:

In accordance with the provisions of the OBCA, issuers that are required to
file reports with the Securities and Exchange Commission in the United States
are allowed to file financial statements under United States GAAP to meet their
continuous disclosure obligations in Canada. Vitran has included a
reconciliation highlighting the material differences between its consolidated
financial statements prepared in accordance with United States GAAP compared to
its consolidated financial statements prepared in accordance with Canadian GAAP
below. This disclosure is required for a finite period of time under the Ontario
Securities Commission regulations, subsequent to the adoption of United States
GAAP. Prior to 2006 Vitran prepared its consolidated financial statements in
accordance with Canadian GAAP with a reconciliation to United States
GAAP.

11

---



(a) Consolidated reconciliation of net income and shareholders' equity

Net Income and Shareholders' equity reconciled to Canadian GAAP is as
follows:

|                                                                |                |                      |          |         
|--------------------------------------------------------------- | -------------- | -------------------- | -------- | --------
|                                                                | Net
    income | Shareholders' equity
|                                                                | 2006           | 2005                 | 2006     | 2005    
|Balance as at March
      31, based on United States GAAP       | $
      3,764  | $
      2,754        | $143,575 | $121,013
|Effect of a change
      in accounting principle (1)            | (141)          | --                   | (141)    | --      
|Foreign exchange
      adjustment (2)                           | --             | --                   | 858      | 858     
|Unrealized foreign
      exchange loss on derivative instrument | --             | --                   | (101)    | (101)   
|Accumulated other comprehensive income
      adjustment (3)     | --             | --                   | (757)    | (757)   
|                                                                |                |                      |          |         
|Balance as at March 31,
      based on Canadian GAAP            | $ 3,623        | $ 2,754              | $143,434 | $121,013

(1)The adoption of SFAS 123(R) - Share Based Payments as
described in note 7 only applies to United States GAAP. Therefore, the effect of
a change in accounting principle does not impact Canadian GAAP net income.

(2)The Company had foreign exchange gains of $0.9
million that did not represent a substantially complete liquidation of a foreign
operation. Under Canadian GAAP these gains were recognized upon the transfer
into income of the related cumulative translation adjustment. Under United
States GAAP, there is no reduction of the cumulative translation adjustment
account. Retained earnings under Canadian GAAP is increased $0.9 million with a
corresponding decrease to the cumulative translation adjustment included in
accumulated other comprehensive income.

(3)The concept of Comprehensive income
is not currently a requirement under Canadian GAAP. The CICA has issued a new
accounting standard "Comprehensive Income" which the Company will adopt
effective January 1, 2007.

|Earnings per share                           |                     |               |   |     
|-------------------------------------------- | ------------------- | ------------- | - | ----
|                                             | Three months        | Three months 
|                                             | Ended               | Ended        
|                                             | Mar. 31,
      2006 | Mar. 31, 2005
|Earnings per share
      under Canadian
GAAP |                     |               |   |     
|Basic                                        | $                   | 0.29          | $ | 0.22
|Diluted                                      | $                   | 0.28          | $ | 0.22
|                                             |                     |               |   |     
|                                             |                     |               |   |     
|                                             | Three months        | Three months 
|                                             | Ended               | Ended        
|                                             | Mar. 31,
      2006 | Mar. 31, 2005
|Weighted average
      number of shares:     |                     |               |   |     
|Basic                                        | 12,652,075          | 12,411,968   
|Potential exercise of stock
    options      | 282,676             | 342,962      
|Diluted                                      | 12,934,751          | 12,754,930   

(b)

Pro forma stock option disclosure:

Effective January 1, 2006 the Company adopted SFAS 123(R) as described in
Note 7. SFAS 123(R) requires compensation expense be recognized for all
share-based payments granted prior to, but not yet vested, as of January 1, 2006
based on the grant date fair value estimated in accordance with the original
provisions of SFAS 123. This is not required under Canadian GAAP based on the
transitional provision of CICA HB S.3870 which Vitran adopted January 1, 2003.
Canadian GAAP requires pro forma net income and earnings per share disclosure
for stock option grants during 2002:

12

---



|                                                  | Three
      months  | Three
      months 
|------------------------------------------------- | ------------------- | -------------------
|                                                  |                     | Ended              
|                                                  | Mar. 31,
      2006 | Mar. 31,
      2005
|                                                  |                     |                    
|Net income, as
      reported under Canadian GAAP | $                   | 3,623              
|Pro forma net
      income                        | $                   | 3,612              
|Pro forma basic
      earnings per share          | $                   | 0.29               
|Pro forma diluted
      earnings per share        | $                   | 0.28               

13. Comparative figures

Certain comparative figures have been reclassified to conform to the
financial statement presentation adopted in the current year.







13

---

Item 2. Management's Discussion and Analysis of Results of OperationThis MD&A contains forward-looking statements within the meaning of the
United States Private Securities Litigation Reform Act of 1995 concerning
Vitran's business, operations, and financial performance and condition.
When used in this MD&A the words "believe", "anticipate", "intend",
"estimate", "expect", "project", "may", "plans", "continue", "will", "focus",
"endeavor" and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain such words.
These forward-looking statements are based on current expectations and are
naturally subject to uncertainty and changes in circumstances that may cause
actual results to differ materially from those expressed or implied by such
forward-looking statements.
Specifically, but not limited to, this MD&A and the documents
incorporated by reference contain forward-looking statements regarding:
our objective to achieve profitable revenue growthour intention to improve results from operating efficienciesour intention to purchase a specified level of capital assetsour intention to
  realize contributions from LTL cross-selling initiatives. 
Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause Vitran's actual results,
performance or achievements to differ materially from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Factors that may cause such differences include but are not limited
to technological change, regulatory change, the general health of the economy
and competitive factors. More detailed information about these and other factors
is included in the MD&A. Many of these factors are beyond the Company's
control; therefore, future events may vary substantially from what the Company
currently foresees. You should not place undue reliance on such forward-looking
statements. Vitran Corporation Inc. is under no obligation to update or alter
such forward-looking statements whether as a result of new information, future
events or otherwise. Unless otherwise indicated all dollar references herein are
in U.S. dollars. The Company's Annual Report on Form 10-K, as well as all the
Company's other required filings, may be obtained from the Company at www.vitran.com or from www.sedar.com or from www.sec.gov.

OVERVIEW

The first quarter of 2006 was Vitran's eighteenth consecutive
quarter-over-quarter of improved results with net income from operations
increasing 31.6% over the 2005 first quarter. The first quarter's revenue and
income from operations improved 22.6% and 35.9% respectively compared to the
2005 first quarter. The most notable increases were in the LTL and Logistics
segments which improved income from operations 55.3% and 41.2% respectively.

In addition, on January 3, 2006, the Company purchased all the assets and
selected liabilities of Sierra West Express Inc. ("SWE"), a regional LTL carrier
operating in three states in the western U.S. The acquisition further expanded
Vitran's existing LTL operating footprint to California, Nevada, and Arizona.
The aggregate purchase price was $2.5 million, comprised of $2.3 million of cash
and a $0.2 million note payable to the vendor in April 2007.

As a result of an increased number of U.S. shareholders and the
continued expansion within the United States, the Company, commencing the first
quarter of 2006, elected U.S. GAAP as it primary reporting standard. Therefore a
reconciliation from U.S. GAAP to Canadian GAAP has been provided in note 12.
This disclosure is required for a finite period of time after the change to US
GAAP is made under the Ontario Securities Commission regulations.

14

---

CONSOLIDATED RESULTS

The following table summarizes the Consolidated Statements of Income for the
three-month periods ended March 31:

|For the three months ended March
      31, |   |         |   |        |                   
|------------------------------------------ | - | ------- | - | ------ | ------------------
|(in
      thousands)                       |   | 2006    |   | 2005   | 2006 vs
      2005
|                                           |   |         |   |        |                   
|Revenue                                    | $ | 115,127 | $ | 93,941 | 22.6%             
|Operating
      expenses                   |   | 97,121  |   | 80,144 | 21.2%             
|SG&A
      expenses                        |   | 10,743  |   | 8,817  | 21.8%             
|Other
      income                         |   | (116)   |   | (10)   | 1060.0%           
|Depreciation and
      amortization        |   | 2,407   |   | 1,331  | 80.8%             
|Income from
      operations               |   | 4,972   |   | 3,659  | 35.9%             
|Interest expense
      (income), net       |   | 176     |   | (48)   | 466.7%            
|                                           |   |         |   |        |                   
|Net
      income                           | $ | 3,764   | $ | 2,754  | 36.7%             
|                                           |   |         |   |        |                   
|Earnings per
      share:                  |   |         |   |        |                   
|Basic - net income                         | $ | 0.30    | $ | 0.22   |                   
|Diluted - net income                       | $ | 0.29    | $ | 0.22   |                   
|                                           |   |         |   |        |                   
|Operating Ratio(1)                         |   | 95.7%   |   | 96.1%  |                   

Revenue increased 22.6% to $115.1 million for the first quarter of 2006
compared to $93.9 million in the first quarter of 2005. Revenue in the LTL and
Logistics segments increased 28.0% and 6.0% respectively, offsetting a 7.5%
decrease in the Truckload segment. Revenue for the first quarter of 2006
compared to 2005 was augmented by the contributions from of Chris Truck Line
("CTL") acquired on May 31, 2005, and SWE acquired on January 3, 2006. Income
from operations for the first quarter improved 35.9% to $5.0 million compared to
$3.7 million in the same period a year ago. As a result, the Company's
consolidated operating ratio improved 40 basis points to 95.7% for the first
quarter of 2006 compared to 96.1% in the first quarter of 2005. Detailed
explanations for the improvement in revenue and income from operations are
discussed below in "Segmented Results".

Selling, general and administrative expenses ("SG&A") increased 21.8% to
$10.7 million in the first quarter compared to $8.8 million in the first quarter
of 2005. The increase in SG&A expenses for the quarter can be attributed to
the additions of SWE and CTL, increases in non-cash employee stock option
expense, healthcare expense as well as director and employee compensation
related expenses. With the addition of SWE and the increase in on-going
compensation related expenses, SG&A should continue to be higher than the
prior year periods.

The Company incurred interest expense of $0.2 million in the first quarter of
2006 compared to a nominal amount of interest income in the first quarter of
2005. Interest expense was incurred on the Company's $10.2 million of debt in
the first quarter of 2006 compared to the net interest income that was generated
on the Company's short-term investments in excess of the interest expense in the
2005 first quarter.

Income tax expense for the first quarter of 2006 was $1.2 million compared to
$1.0 million for the same quarter a year ago. The effective tax rate was 24.5%
for the first quarter of 2006 compared to 25.7% for the first quarter in 2005.
The decline in the effective rate can be attributed to an increase in a higher
proportion of income being earned in lower tax jurisdictions.

Net income before cumulative effect of a change in accounting principle
improved by 31.6% to $3.6 million for the 2006 first quarter compared to $2.8
million for the same quarter in 2005. This resulted in basic and diluted
earnings per share from net income before cumulative effect of a change in
accounting principle of $0.29 and $0.28 respectively for the first quarter of
2006 compared to basic and diluted earnings per share from operations of $0.22
for the first quarter of 2005. The weighted average number of shares for the
current quarter was 12.7 million basic and 12.9 million diluted compared to 12.4
million basic and 12.8 million diluted shares in the first quarter of 2005.

15

---



On January 1, 2006 the Company adopted SFAS 123(R),
"Share-Based Payment", using the modified prospective transition method. In
accordance with the standard the company recognized $0.1 million of income as
cumulative effect of a change in accounting principle. Therefore net income
after cumulative effect of a change in accounting principle was $3.8 million
resulting in basic and diluted earnings per share of $0.30 and $0.29
respectively for the first quarter of 2006.

SEGMENTED RESULTS

Less-Than-Truckload (LTL)

The table below provides summary information for the LTL segment for the
three-month periods ended March 31:

|For the three months ended March
      31, |           |         |         |        |                 
|------------------------------------------ | --------- | ------- | ------- | ------ | ----------------
|(in
      thousands)                       |           | 2006    |         | 2005   | 2006 vs
    2005
|                                           |           |         |         |        |                 
|Revenue                                    | $         | 97,423  | $       | 76,105 | 28.0%           
|Income from
      operations               |           | 5,068   |         | 3,263  | 55.3%           
|Operating
      ratio                      |           | 94.8%   |         | 95.7%  |                 
|                                           |           |         |         |        |                 
|Number of shipments
      (2)              |           | 665,063 | 562,170 | 18.3% 
|Weight (000s of
      lbs) (3)             | 1,044,377 | 885,265 | 18.0%  
|Revenue per
      shipment (4)             | $         | 146.49  | $       | 135.39 | 8.2%            
|Revenue per
      hundredweight (5)        | $         | 9.33    | $       | 8.60   | 8.5%            

The LTL segment posted significant improvement in the first quarter of 2006
compared to the same period a year ago, revenue and income from operations
increased 28.0% and 55.3% respectively. For the first quarter, shipments,
tonnage and revenue per hundredweight increased 18.3%, 18.0% and 8.5%
respectively compared to the 2005 first quarter. The acquisitions of CTL on May
31, 2005 and SWE on January 3, 2006 were primary contributors, however 34.7%
revenue growth in the cross-border line of business also contributed to the
improvement. Income from opeations at Vitran's legacy LTL business unit was
negatively impacted by a $0.8 million increase in healthcare expense in the
first quarter of 2006 compared to the 2005 first quarter. Consequently the LTL
segment posted an operating ratio of 94.8% in the first quarter of 2006 compared
to 95.7% in the first quarter of 2005.

Logistics

The table below provides summary information for the Logistics segment for
the three-month periods ended March 31:

|For the three months ended March
      31 |   |       |   |       |                   
|----------------------------------------- | - | ----- | - | ----- | ------------------
|(in
      thousands)                      |   | 2006  |   | 2005  | 2006 vs
      2005
|                                          |   |       |   |       |                   
|Revenue                                   | $ | 9,412 | $ | 8,876 | 6.0%              
|Income from
      operations              |   | 514   |   | 364   | 41.2%             
|Operating
      ratio                     |   | 94.5% |   | 95.9% |                   

Revenue and income from operations for the Logistics segment were up 6.0% and
41.2% for the first quarter of 2006 compared to the same period in 2005. Revenue
increases were attributable to developments in the brokerage and supply chain
management units that led to an increase in income from operations. The supply
chain unit contributed to the revenue improvement by utilizing the entire
capacity of its recently commissioned 185,000sqftdedicated facility
in Toronto.

16

---

Truckload

The table below provides summary information for the Truckload segment for
the three-month periods ended March 31:

|For the three months ended March
      31 |   |       |   |       |                   
|----------------------------------------- | - | ----- | - | ----- | ------------------
|(in
      thousands)                      |   | 2006  |   | 2005  | 2006 vs
      2005
|Revenue                                   | $ | 8,292 | $ | 8,960 | (7.5%)            
|Income from
      operations              |   | 410   |   | 742   | (44.7%)           
|Operating
      ratio                     |   | 95.1% |   | 91.7% |                   

Revenue for the Truckload segment in the first quarter of 2006 decreased 7.5%
to $8.3 million compared to $9.0 million in the first quarter of 2005. Although
the pricing environment remained firm as revenue per total mile(6)was flat compared to the 2005 first quarter, shipments declined 13.1%
resulting in the decline in revenue and operating income. Partially offsetting
the impact of the decline in shipments were operating efficiencies achievement
by a 24.2% reduction in deadhead miles expense and a 20.9% reduction in trailer
lease costs in the first quarter of 2006 compared to the first quarter of 2005.
As a result the Truckload segment posted an operating ratio of 95.1% in the
first quarter of 2006 compared to 91.7% for the first quarter of 2005.

LIQUIDITY AND CAPITAL RESOURCES

Cash flow from continuing operations before working capital changes increased
to $6.5 million for the 2006 first quarter compared to $4.8 million in 2005. The
growth is primarily attributable to increases in net income and depreciation and
amortization expense. Non-cash working capital changes contributed $2.0 million
in the first quarter of 2006 compared to consuming $2.2 million for the same
period a year ago. While accounts receivable increased at March 31, 2006
compared to December 31, 2005 due to higher revenue, average days sales
outstanding declined to a record low of 36.5 days for the Company. Accounts
payable and accrued liabilities increased compared to December 31, 2005 due to
the timing of payments.

Interest-bearing debt decreased to $10.2 million at March 31, 2006 from $14.4
million at the end of 2005. During the first quarter the Company repaid $1.3
million of interest-bearing debt under the term debt facility as well as $3.0
million of interest-bearing debt under the revolving credit facility.
Interest-bearing debt at March 31, 2006 is comprised of $10.1 million drawn
under the term debt credit facility and a capital lease of $0.1 million.

On January 3, 2006 the Company purchased all the assets and selected
liabilities of SWE for an aggregate purchase price of $2.5 million, comprised of
$2.3 million of cash and a $0.2 million note payable to the vendor in April
2007. The cash portion of the transaction was financed from existing cash on
hand.

Capital expenditures amounted to $1.9 million for the first quarter of 2006
and were funded out of operating cash flows of the Company. Capital expenditures for
the 2006 first quarter compared to the same period a year ago declined as many
of the purchases in the 2005 first quarter were deferred from the fourth quarter
of 2004.The table
below sets forth the Company's capital expenditures for the three-month period
ended March 31, 2006.

|For the three months ended March
      31, |   |       |   |      
|------------------------------------------ | - | ----- | - | -----
|                                           |   | 2006  |   | 2005 
|Real estate and buildings                  | $ | 11    | $ | 0    
|Tractors                                   |   | 284   |   | 415  
|Trailing
      fleet                       |   | 818   |   | 5,199
|Information
      technology               |   | 359   |   | 523  
|Leasehold
      improvements               |   | 19    |   | 16   
|Other
      equipment                      |   | 387   |   | 69   
|Total                                      | $ | 1,878 | $ | 6,222

17

---

Management estimates that cash capital expenditures, excluding real estate
additions for the remainder of 2006 will be between $11.0 million and $15.0
million the majority of which will be for tractors and trailing fleet. Real
estate additions, the majority of which will be for the construction of the new
Toronto service centre, will be between $15.0. and $18.0 million. The Company
also anticipates entering into operating leases to fund the acquisition of
equipment with a capital cost of between $2.0 million and $5.0 million. The
Company expects to finance its capital requirements with cash flow from
operations, and if required, its $28.4 million of unused credit facilities.
The company has contractual obligations that include long-term debt
consisting of a term debt facility, capital leases for operating equipment in
the Logistics segment and off-balance sheetoperating leases primarily
consisting of tractor, trailing fleet and real estate leases. Operating leases
form an integral part of the Company's financial structure and operating
methodology as they provide an alternative cost effective and flexible form of
financing. The following table summarizes our significant contractual
obligations and commercial commitments as of March 31, 2006:

|(in thousands of dollars)           | Payments due by period
|----------------------------------- | ----------------------
|Contractual Obligations             |                       
|                                    |                       
|Long-term debt (LIBOR
    6.34%)    | $                     
|Capital lease obligations           |                       
|Sub-total                           |                       
|Capital expenditure
    commitments |                       
|Operating leases                    |                       
|Total Contractual Obligations       | $                     

In addition to the above noted contractual obligations, the Company, as at
March 31, 2006, utilized the revolving credit facility for standby letters of
credit of $6.6 million. The letters of credit are used as collateral for
self-insured retention of insurance claims.

A significant decrease in demand for the Company's services could limit the
Company's ability to generate cash flow and affect its profitability. The
Company's credit agreement contains certain financial maintenance tests that
require the Company to achieve stated levels of financial performance, which, if
not achieved, could cause an acceleration of the payment schedules. Management
does not anticipate a significant decline in business levels or financial
performance and expects that existing working capital, together with available
revolving facilities, is sufficient to fund operating and capital requirements
in 2006 as well as service the contractual obligations.

OUTLOOK

The first quarter of 2006 was Vitran's eighteenth consecutive
quarter of year-over-year net income improvement. The LTL and Logistics segments
improved significantly bettering the prior year quarterly results. The Company's
two latest acquisitions CTL and SWE operated at expected levels and contributed
to the record first quarter results.

For the remainder of 2006 management will focus on cross-selling initiatives
between the CTL region and the Company's legacy LTL footprint in the Central
States. It is management's estimate that the full linehaul model and
cross-selling marketing campaign will be complete by the end of the 2006 second
quarter. Therefore for the second half of 2006 information technology
initiatives and cross-selling plans will be developed for the SWE region. The
Canadian LTL unit will continue to focus on achieving profitable revenue growth
and the construction of its new Toronto cross-dock facility.



---

QUARTERLY RESULTS

|United States GAAP             |            |            |            |            |            |            |            |            |   |        |   |        |   |        |   |       
|------------------------------ | ---------- | ---------- | ---------- | ---------- | ---------- | ---------- | ---------- | ---------- | - | ------ | - | ------ | - | ------ | - | ------
|(thousands of dollars          |            | 2006       |            | 2005       |            | 2005       |            | 2005       |   | 2005   |   | 2004   |   | 2004   |   | 2004  
|except per share amounts)      |            | Q1         |            | Q4         |            | Q3         |            | Q2         |   | Q1     |   | Q4     |   | Q3     |   | Q2    
|Revenue                        | $          | 115,127    | $          | 112,975    | $          | 116,226    | $          | 105,050    | $ | 93,941 | $ | 96,523 | $ | 96,995 | $ | 93,931
|Income from operations         |            | 4,972      |            | 6,937      |            | 7,647      |            | 7,013      |   | 3,659  |   | 4,737  |   | 6,193  |   | 5,870 
|Net Income                     |            | 3,764      |            | 5,012      |            | 5,376      |            | 4,796      |   | 2,754  |   | 4,365  |   | 4,542  |   | 4,387 
|Earnings per share:            |            |            |            |            |            |            |            |            |   |        |   |        |   |        |   |       
|Basic                          | $          | 0.30       | $          | 0.40       | $          | 0.43       | $          | 0.39       | $ | 0.22   | $ | 0.35   | $ | 0.37   | $ | 0.36  
|Diluted                        |            | 0.29       |            | 0.39       |            | 0.42       |            | 0.38       |   | 0.22   |   | 0.34   |   | 0.36   |   | 0.34  
|Weighted average
    number of |            |            |            |            |            |            |            |            |   |        |   |        |   |        |   |       
|shares:                        |            |            |            |            |            |            |            |            |   |        |   |        |   |        |   |       
|Basic                          | 12,652,075 | 12,618,416 | 12,584,358 | 12,447,300 | 12,411,968 | 12,417,594 | 12,339,956 | 12,266,703
|Diluted                        | 12,934,751 | 12,930,661 | 12,921,695 | 12,778,285 | 12,754,930 | 12,771,235 | 12,774,744 | 12,771,784
|                               |            |            |            |            |            |            |            |            |   |        |   |        |   |        |   |       
|Canadian GAAP (7)              |            |            |            |            |            |            |            |            |   |        |   |        |   |        |   |       
|(thousands of
    dollars      |            | 2006       |            | 2005       |            | 2005       |            | 2005       |   | 2005   |   | 2004   |   | 2004   |   | 2004  
|except per share amounts)      |            | Q1         |            | Q4         |            | Q3         |            | Q2         |   | Q1     |   | Q4     |   | Q3     |   | Q2    
|Revenue                        | $          | 115,127    | $          | 112,975    | $          | 116,226    | $          | 105,050    | $ | 93,941 | $ | 96,523 | $ | 96,995 | $ | 93,931
|Income from operations         |            | 4,972      |            | 6,937      |            | 7,647      |            | 7,013      |   | 3,659  |   | 4,737  |   | 6,193  |   | 5,870 
|Net Income                     |            | 3,623      |            | 5,012      |            | 5,376      |            | 4,796      |   | 2,754  |   | 4,365  |   | 4,542  |   | 4,387 
|Earnings per share:            |            |            |            |            |            |            |            |            |   |        |   |        |   |        |   |       
|Basic                          | $          | 0.29       | $          | 0.40       | $          | 0.43       | $          | 0.39       | $ | 0.22   | $ | 0.35   | $ | 0.37   | $ | 0.36  
|Diluted                        |            | 0.28       |            | 0.39       |            | 0.42       |            | 0.38       |   | 0.22   |   | 0.34   |   | 0.36   |   | 0.34  
|Weighted average
    number of |            |            |            |            |            |            |            |            |   |        |   |        |   |        |   |       
|shares:                        |            |            |            |            |            |            |            |            |   |        |   |        |   |        |   |       
|Basic                          | 12,652,075 | 12,618,416 | 12,584,358 | 12,447,300 | 12,411,968 | 12,417,594 | 12,339,956 | 12,266,703
|Diluted                        | 12,934,751 | 12,930,661 | 12,921,695 | 12,778,285 | 12,754,930 | 12,771,235 | 12,774,744 | 12,771,784

Definitions of non-GAAP measures:

(1)  Operating ratio ("OR") is
a non-GAAP financial measure which does not have any standardized meaning
prescribed by GAAP. OR is the sum of operating expenses, selling, general and
administrative expenses, other expenses (income), and depreciation and
amortization expense, divided by revenue. OR allows management to measure the
Company and its various segments' operating efficiency. OR is a widely
recognized measure in the transportation industry which provides a comparable
benchmark for evaluating the Company's performance compared to its competitors.
Investors should also note that the Company's presentation of OR may not be
comparable to similarly titled measures by other companies. OR is calculated as
follows:

| | Three months ended
    March 31,                 |          |         
| | ------------------------------------------------ | -------- | --------
| |                                                  | 2006     | 2005    
| | Operating expenses                               | $ 97,121 | $ 80,144
| | Selling, general and
    administrative expenses | 10,743   | 8,817   
| | Other expenses
    (income)                      | (116)    | (10)    
| | Depreciation and
    amortization expense        | 2,407    | 1,331   
| |                                                  | $110,155 | $ 90,282
| | Revenue                                          | $115,127 | $ 93,941
| | Operating ratio ("OR")                           | 95.7%    | 96.1%   

(2)  A shipment is a single
movement of goods from a point of origin to its final destination as described
on a bill of lading document.

(3)  Weight represents the
total pounds shipped.

(4)  Revenue per shipment
represents revenue divided by the number of shipments.

(5)  Revenue per hundredweight
is the price obtained for transporting 100 pounds of LTL freight from point to
point, calculated by dividing the revenue for an LTL shipment by the
hundredweight (weight in pounds divided by 100) for a shipment.

(6)  Revenue per total mile
represents revenue divided by the total miles driven.

(7)  Please see Note 12 to the
Interim Consolidated Financial Statements for differences between United States
and Canadian GAAP.

|Sean P. Washchuk             |               
|---------------------------- | --------------
|Vice President Finance
    & |               
|Chief Financial
    Officer  | April 19, 2006

19

---

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to the impact of interest rate changes. The Company is
exposed to changes in interest rates on its borrowings under the term bank
facility that has a variable interest rate tied to the LIBOR rate. The term bank
credit of $10.1 million had a weighted-average interest rate on borrowings of
5.45% in the first three months of 2006. Management estimates that the fair
value of the term credit approximates the carrying value.

|(in thousands of dollars) |   |        | Payments due by period
|------------------------- | - | ------ | ----------------------
|                          |   |        |                       
|Long-term debt            |   | Total  |                       
|                          |   |        |                       
|Variable Rate             |   |        |                       
|Term bank credit          | $ | 10,122 | $                     
|Average interest rate     |   | 6.34%  |                       
|Fixed Rate                |   |        |                       
|Capital lease obligation  |   | 67     |                       
|Average interest rate     |   | 6.79%  |                       
|Total                     | $ | 10,189 | $                     

The Company is exposed to foreign currency risk as fluctuations in the United
States dollar against the Canadian dollar can impact the financial results of
the Company. The Company's Canadian operations realize foreign currency exchange
gains and losses on the United States dollar denominated revenue generated
against Canadian dollar denominated expenses. Furthermore, the Company reports
its results in United States dollars thereby exposing the results of the
Company's Canadian operations to foreign currency fluctuations. In addition, the
Company's United States dollar debt of $10.1 million is designated as a hedge of
the investment in the United States' self-sustaining foreign operations.

Item 4. Controls and Procedures

a)   As of April 19,
2006, the Chief Executive Officer and the Chief Financial Officer evaluated the
effectiveness of the Company's disclosure controls and procedures in accordance
with Rule 13a-15 under the Exchange Act for the quarter ended March 31, 2006.
Based on their evaluation, the Company's Chief Executive Officer and the Chief
Financial Officer concluded that Vitran's disclosure controls and procedures
enable Vitran to record, process, summarize and report in a timely manner the
information that we are required to disclose in our Exchange Act reports.

b)

Part II. Other Information

Item 1. Legal Proceedings

The Company is subject to various legal proceedings and claims that have
arisen in the ordinary course of its business that have not been fully
adjudicated. Many of these are covered in whole or in part by insurance. The
management of Vitran does not believe that these actions, when finally concluded
and determined, will have a significant adverse effect upon Vitran's financial
condition, results of operations or cash flows.

Item 1A. Risk Factors

See Part 1A of the Company's 2005 Annual Report on Form 10-K.



---

Item 2. Changes in Securities and Use of Proceeds

On February 13, 2006 Vitran commenced a normal course issuer bid to
repurchase up to 632,381 Common Shares by way of open market purchases through
the facilities of the Toronto Stock Exchange. The normal course issuer bid
expires on February 12, 2007. All shares repurchased are cancelled. The
following table summarizes the purchases in the first quarter of 2006:

|                             |                   |                        |                        | Maximum
    number  
|---------------------------- | ----------------- | ---------------------- | ---------------------- | --------------------
|                             |                   |                        | Total
    number of    | of
    Common Shares
|                             | Number
    of     | Average
    price paid | Common
    Shares as   | that
    may yet be 
|                             | Common
    Shares | per
    Common Share   | part of
    a publicly | purchased under the 
|Period                       | purchased         | (CAD)                  | announced plan         | plan                
|                             |                   |                        |                        |                     
|Feb. 13 to Feb. 28,
    2006 | --                | --                     | --                     | 632,381             
|Mar. 1 to Mar. 31, 2006      | --                | --                     | --                     | 632,381             
|Total                        | --                | --                     | --                     |                     

Item 3. Defaults Upon Senior Securities --- None

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

a)

b)The following directors with
the indicated number of votes set forth below:

| | Nominee              | For       | Withheld 
| | -------------------- | --------- | ---------
| |                      |           |          
| | Richard D. McGraw    | 5,966,800 | 3,126,808
| | Richard E. Gaetz     | 8,690,964 | 402,644  
| | Anthony F. Griffiths | 8,570,764 | 522,844  
| | John R. Gossling     | 8,905,964 | 187,644  
| | Georges L Hébert     | 8,905,964 | 187,644  
| | William S. Deluce    | 8,905,964 | 187,644  

c)

Item 5. Other Information --- None

Item 6. Exhibits and Reports on Form 8-K

Exhibits

|Exhibit |                                                                                                        
|------- | -------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                 
|        |                                                                                                        
|        |                                                                                                        
|31      | Certifications
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 19,
    2006.
|32      | Certifications
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated April 19,
    2006.

21

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SIGNATURE

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

|                     | VITRAN CORPORATION
    INC.       
|-------------------- | ----------------------------------
|                     |                                   
|                     | /s/ SEAN P.
    WASHCHUK          
|                     | Sean P. Washchuk                  
|Date: April 19, 2006 | Vice President of
    Finance and 
|                     | Chief Financial
    Officer       
|                     | (Principle Financial
    Officer) 
|                     |                                   
|                     |                                   
|                     | /s/ FAYAZ D.
    SULEMAN          
|                     | Fayaz D. Suleman                  
|Date: April 19, 2006 | Corporate Controller              
|                     | (Principle Accounting
    Officer)
|                     |                                   

---