U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 For the quarterly period ended September 30, 1999

[    ] TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 For the transition period from to_____



                        Commission File Number: 000-18601



                               TRANSIT GROUP, INC.
             (Exact name of registrant as specified in its charter)



                           State of Florida 59-2576629
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)



              2859 Paces Ferry, Suite 1740,  Atlanta,  Georgia 30339
              (Address of principal executive offices) - (zip code)


                               (770) 444-0240
              Registrant's telephone number, including area code)


Check whether  issuer (1) has filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  and 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___

There were  31,925,638  shares of the Company's  common stock  outstanding as of
November 8, 1999.
<PAGE>
                               TRANSIT GROUP, INC.

                                    FORM 10-Q

                                      INDEX

PART I.    FINANCIAL INFORMATION                                    Page Number

       Item 1
       Financial Statements

       Consolidated Balance Sheets
         as of September 30, 1999 (unaudited) and December 31, 1998           2

       Consolidated Statements of Income (unaudited) for the three
         and nine month periods ended September 30, 1999 and 1998             3

       Consolidated Statement of Changes in Total Non Redeemable
         Preferred Stock, Common Stock and Other Shareholders'
         Equity (unaudited)                                                   4

       Consolidated Statements of Cash Flows (unaudited) for the nine
         months ended September 30, 1999 and 1998                             5

       Notes to Consolidated Financial Statements (unaudited)                 6

       Item 2
       Management's Discussion and Analysis of Financial
        Condition and Results of Operations                                  10

       Item 3
       Quantitative and Qualitative Disclosures About
        Market Risk                                                          17


PART II.  OTHER INFORMATION

                  Item 6
                  Exhibits and Reports on Form 8-K                           17

<PAGE>
<TABLE>
<CAPTION>

                            TRANSIT GROUP, INC.
                        CONSOLIDATED BALANCE SHEETS
                     (In thousands, except share data)

                                   ASSETS
                                                                                September 30,        December 31,
                                                                                  1999                     1998
                                                                             ----------------        -----------------
                                                                             ----------------        -----------------
                                                                               (Unaudited)
Current assets:
<S>                                                                                  <C>                      <C>
  Cash                                                                               $ 3,250                  $ 2,020
  Accounts receivable (net of allowance of $1,242 and $706)                           62,590                   28,437
  Other current assets                                                                12,522                    6,714
                                                                             ----------------        -----------------
                                                                             ----------------        -----------------
      Total current assets                                                            78,362                   37,171
                                                                             ----------------        -----------------
                                                                             ----------------        -----------------

Noncurrent assets:
  Property, equipment, and capitalized leases                                        110,239                   42,818
  Goodwill                                                                            94,333                   50,062
  Other assets                                                                           739                      476
                                                                             ----------------        -----------------
                                                                             ----------------        -----------------
      Total noncurrent assets                                                        205,311                   93,356
                                                                             ----------------        -----------------
                                                                             ----------------        -----------------

      Total assets                                                                 $ 283,673                $ 130,527
                                                                             ================        =================
                                                                             ================        =================

                    LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current maturities of long-term debt and capital leases                     $       38,659             $     12,273
  Accounts payable                                                                    13,954                    6,170
  Bank overdrafts                                                                      1,649                    1,319
  Accrued expenses and other current liabilities                                      16,557                   10,029
  Net current liabilities of discontinued operations                                      29                      273
                                                                             ----------------        -----------------
                                                                             ----------------        -----------------
      Total current liabilities                                                       70,848                   30,064
                                                                             ----------------        -----------------
                                                                             ----------------        -----------------

Noncurrent liabilities:
  Long-term debt and capital lease obligations                                        83,357                   38,963
  Note payable to affiliate of Chairman                                                2,600                    3,500
  Other liabilities                                                                    1,025                    4,291
  Deferred income taxes                                                               14,735                      439
                                                                             ----------------        -----------------
                                                                             ----------------        -----------------
     Total noncurrent liabilities                                                    101,717                   47,193
                                                                             ----------------        -----------------
                                                                             ----------------        -----------------

     Total liabilities                                                               172,565                   77,257
                                                                             ----------------        -----------------
                                                                             ----------------        -----------------

Redeemable common stock                                                                3,675                    5,115
                                                                             ----------------        -----------------
                                                                             ----------------        -----------------

Redeemable preferred stock                                                            24,795                    -----
                                                                             ----------------        -----------------
                                                                             ----------------        -----------------
<PAGE>
 Non redeemable preferred stock, common stock and other shareholders' equity:
  Preferred stock, no par value, 20,000,000 and 5,000,000 shares authorized            -----                    -----
  Common Stock, $.01 par value, 100,000,000 shares
   authorized, 31,825,638 and 23,610,190 shares issued and outstanding                   308                      222
  Note receivable secured by stock                                                      (770)                    (729)
  Additional paid-in capital                                                          99,510                   68,411
  Accumulated deficit                                                                (16,410)                 (19,749)
                                                                             ----------------        -----------------
                                                                             ----------------        -----------------
      Total non redeemable preferred stock, common stock
       and other shareholders' equity                                                 82,638                   48,155
                                                                             ----------------        -----------------
                                                                             ----------------        -----------------

      Total liabilities and shareholders' equity                                   $ 283,673                $ 130,527
                                                                             ================        =================
                                                                             ================        =================
</TABLE>
        See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
              TRANSIT GROUP, INC.
             CONSOLIDATED STATEMENTS OF INCOME
       (In thousands, except share data)
                  (Unaudited)



                                                ------------------------------    ---------------------------------
                                                ------------------------------    ---------------------------------
                                                    1999             1998             1999              1998
                                                -------------    -------------    --------------  -----------------
                                                -------------    -------------    --------------  -----------------

<S>                                                 <C>              <C>              <C>                <C>
Operating revenues                                  $ 93,372         $ 56,285         $ 233,383          $ 118,032
                                                -------------    -------------    --------------  -----------------
                                                -------------    -------------    --------------  -----------------

Operating expenses:
Purchased transportation                              31,568           23,123            84,001             49,965
Salaries, wages and benefits                          24,762           12,805            59,518             26,555
Fuel                                                   8,696            4,305            19,889              8,838
Operating supplies and expenses                        9,867            5,683            24,328             11,558
Lease expense - revenue equipment                      5,634            3,146            14,245              4,249
Insurance                                              1,450            1,046             3,235              2,154
Depreciation and amortization expense                  4,048            2,063             9,193              5,055
General and administrative expense                     2,295            1,279             6,263              2,967
                                                -------------    -------------    --------------  -----------------
                                                -------------    -------------    --------------  -----------------
     Total operating expenses                         88,320           53,450           220,672            111,341
                                                -------------    -------------    --------------  -----------------
                                                -------------    -------------    --------------  -----------------

     Operating income                                  5,052            2,835            12,711              6,691

Interest expense                                       1,647            1,571             4,167              3,212
                                                -------------    -------------    --------------  -----------------
                                                -------------    -------------    --------------  -----------------


     Income before income taxes                        3,405            1,264             8,544              3,479
Income taxes                                           1,741               43             4,347                252
                                                -------------    -------------    --------------  -----------------
                                                -------------    -------------    --------------  -----------------

     Net income                                        1,664            1,221             4,197              3,227

Preferred stock dividends                               (562)           -----              (858)             -----
                                                -------------    -------------    --------------  -----------------
                                                -------------    -------------    --------------  -----------------

     Income available to common shareholders         $ 1,102          $ 1,221           $ 3,339            $ 3,227
                                                =============    =============    ==============  =================
                                                =============    =============    ==============  =================

Income per common share -- basic                      $ 0.04           $ 0.05            $ 0.12             $ 0.15
                                                =============    =============    ==============  =================
                                                =============    =============    ==============  =================

Income per common share -- diluted                    $ 0.04           $ 0.05            $ 0.12             $ 0.14
                                                =============    =============    ==============  =================
                                                =============    =============    ==============  =================

Weighted average number of common shares
  outstanding - basic                             29,835,744       23,363,430        26,787,949         21,980,326
                                                =============    =============    ==============  =================
                                                =============    =============    ==============  =================

Weighted average number of common shares
  outstanding - diluted                           30,872,274       24,545,902        27,740,263         23,300,019
                                                =============    =============    ==============  =================
                                                =============    =============    ==============  =================


</TABLE>
        See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                     TRANSIT GROUP, INC.
                            CONSOLIDATED STATEMENT OF CHANGES IN TOTAL
                           NON REDEEMABLE PREFERRED STOCK, COMMON STOCK
                              AND OTHER SHAREHOLDERS' EQUITY
                                      (In thousands)
                                        (Unaudited)


                                                                                                           Total
                                       Common       Additional      Note receivable     Accumulated     shareholders'
                                       stock      paid-in capital  secured by stock       deficit          equity

<S>                               <C>          <C>                  <C>           <C>              <C>
Balance at December 31, 1998             $ 222        $ 68,411             $ (729)       $ (19,749)       $ 48,155

Stock issued for acquisitions               85          30,825              -----            -----          30,910

Stock purchased and retired                 (4)         (1,544)             -----            -----          (1,548)

Stock returned to settle
 contingencies and retired                  (1)           (118)             -----            -----            (119)

Accrued interest                         -----           -----                (41)           -----             (41)

Stock issued to affiliate of
 Chairman                                    1             230              -----            -----             231

Stock no longer subject to
 redemption                                  4           1,436              -----            -----           1,440

Preferred dividends                      -----           -----              -----             (858)           (858)

Stock options exercised                      1             218              -----            -----             219

Stock isued in connection
 with stock purchase plan.               -----              52              -----            -----              52

Net income                               -----           -----              -----            4,197           4,197
                                ------------------------------- ------------------ ---------------- ---------------
                                ------------------------------- ------------------ ---------------- ---------------

Balance September 30, 1999               $ 308        $ 99,510             $ (770)       $ (16,410)       $ 82,638
                                =============================== ================== ================ ===============
                                =============================== ================== ================ ===============
</TABLE>
                   See accompanying notes to consolidated financial statements.

<PAGE>
<TABLE>
<CAPTION>
                                              TRANSIT GROUP, INC.
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 (In thousands)
                                                  (Unaudited)
                                                                                  Nine Months Ended September 30,
                                                                         -----------------------------------------
                                                                                1999                  1998
                                                                         -------------------    ------------------
Cash flows from operating activities:
<S>                                                                                 <C>                   <C>
  Income from continuing operations                                                 $ 4,197               $ 3,227
                                                                         -------------------    ------------------
    Adjustments  to reconcile  income to cash (used in)  provided by  continuing
      operations:
      Depreciation and amortization                                                   9,193                 5,361
      Gain on sale of equipment                                                        (246)                 (264)
    Changes in assets and liabilities:
      (Increase) decrease in accounts receivable                                    (11,868)                  214
      Decrease in other assets                                                         (922)                 (109)
      Decrease in accounts payable and accrued expenses                              (4,321)               (2,639)
      Other                                                                            (678)                  587
                                                                         -------------------    ------------------
                                                                         -------------------    ------------------
          Total adjustments                                                          (8,842)                3,150
                                                                         -------------------    ------------------

          Net cash (used in) provided by continuing operations                       (4,645)                6,377
          Net cash used in discontinued operations                                      (13)                 (201)
                                                                         -------------------    ------------------
              Net cash (used in) provided by operating activities                    (4,658)                6,176
                                                                         -------------------    ------------------

Cash flows from investing activities:
  Business combinations, net of cash acquired                                       (13,657)               (4,470)
  Proceeds from disposal of equipment                                                21,722                 3,725
  Purchase of equipment                                                              (3,506)               (4,827)
                                                                         -------------------    ------------------
               Net cash provided by (used in) investing activities                    4,559                (5,572)
                                                                         -------------------    ------------------

Cash flows from financing activities:
  Proceeds from issuance of preferred stock                                          24,795                 -----
  Repayment of capital lease obligations and long-term debt                         (38,862)              (15,084)
  Increase in long-term debt and capital lease obligations                           15,138                14,964
  Increase in bank overdraft                                                          2,445                 -----
  Stock redeemed and retired                                                         (1,548)                  (75)
  Dividends                                                                            (858)                -----
  Stock options exercised                                                               219                 -----
                                                                         -------------------    ------------------
               Net cash provided by (used in) financing activities                    1,329                  (195)
                                                                         -------------------    ------------------

Increase in cash                                                                      1,230                   409
Cash, beginning of period                                                             2,020                   790
                                                                         -------------------    ------------------
Cash, end of period                                                                 $ 3,250               $ 1,199
                                                                         ===================    ==================

Supplemental cash flow data
   Cash paid for interest                                                           $ 4,512               $ 3,643
                                                                         ===================    ==================

Business combinations
  Fair value of assets acquired                                                   $ 158,719              $ 56,638
  Fair value of liabilities assumed                                                (114,216)              (36,097)
  Common stock issued                                                               (30,792)              (15,021)
                                                                         -------------------    ------------------
               Net cash payments                                                   $ 13,711               $ 5,520
                                                                         ===================    ==================

</TABLE>
                          See  accompanying  notes  to  consolidated   financial
statements.
<PAGE>





                               TRANSIT GROUP, INC.
                   Notes to Consolidated Financial Statements


The information presented herein as of September 30, 1999, and for the three and
nine month periods ended September 30, 1999 and 1998 is unaudited.  The December
31, 1998 balance sheet was derived from audited financial  statements,  but does
not  include  all  disclosures   required  by  generally   accepted   accounting
principles.

1.  Basis of Presentation
The consolidated  balance sheet of Transit Group,  Inc.  ("Transit Group" or the
"Company") as of September 30, 1999, its  consolidated  statements of income for
the three and nine month  periods  ended  September  30, 1999 and 1998,  and its
consolidated statements of cash flows for the nine month periods ended September
30, 1999 and 1998 include the consolidated balance sheets of the Company and its
eighteen acquired subsidiaries, and the results of operations and cash flows for
the periods since acquisition. The Company has made the following acquisitions:

                                    Company                        Date Acquired

                 Carolina Pacific Distributors, Inc.                  07/11/97
                 Service Express, Inc.                                08/16/97
                 Transit Leasing, Inc.                                08/16/97
                 Carroll Fulmer Group, Inc.                           08/30/97
                 Rainbow Trucking, Inc.                               12/30/97
                 Transportation Resources and Management, Inc.        01/31/98
                 Certified Transport, Inc.                            05/05/98
                 KJ Transportation, Inc.                              06/17/98
                 Network Transportation, Inc.                         07/13/98
                 Diversified Trucking, Inc.                           08/05/98
                 Northstar Transportation, Inc.                       08/11/98
                 Priority Transportation, Inc.                        01/19/99
                 Massengill Trucking Service, Inc.                    03/03/99
                 KAT, Inc.                                            03/22/99
                 R&M Enterprises, Inc.                                07/19/99
                 MDR Cartage, Inc.                                    07/30/99
                 Bestway Trucking, Inc.                               07/30/99
                 Fox/Midwest, Inc.                                    09/27/99

Certain  prior year balances  have been  reclassified  to conform to the current
year financial statement presentation.

2.  Summary of Significant Accounting Policies

Management's Representation

The accompanying interim consolidated financial statements have been prepared by
the Company in accordance and consistent with the accounting  policies stated in
the  Company's  1998  Annual  Report  on  Form  10-KSB  and  should  be  read in
conjunction with the consolidated financial statements appearing therein. In the
opinion of management, all adjustments necessary for a fair presentation of such
consolidated   financial   statements  are  reflected  in  the  interim  periods
presented.  Additionally,  all  adjustments  are of a normal  recurring  nature.
Interim results are not necessarily indicative of results for a full year.

The  consolidated  financial  statements and notes are presented as permitted by
Form  10-Q  and  do not  contain  certain  information  included  in the  annual
consolidated financial statements and notes of Transit Group.



<PAGE>


3.  Business Combinations

From July 1997 through December 1998 the Company acquired 11 truckload carriers.
In January 1999, the Company  acquired  Priority  Transportation,  Inc. an Olive
Branch,  Mississippi-based truckload carrier. Total consideration for all of the
outstanding  shares of  Priority  was funded by the  issuance  of  approximately
890,000  shares of Transit Group common stock,  the payment of $1,000,000  cash,
and a $495,000 payment on a promissory note.

The Company acquired Massengill Trucking Service, Inc. in March 1999. Massengill
was a privately held truckload carrier based in Hickory Flat,  Mississippi.  The
acquisition  was funded by the  issuance of  approximately  1,070,000  shares of
Transit  Group common stock,  a cash payment of $1.3 million at closing,  and an
$850,000 8% note payable over a five year period.

Also in March 1999, the Company acquired Chesterton, Indiana-based KAT, Inc. for
consideration  comprised of approximately 812,000 shares of Transit Group common
stock and $725,000 in cash.

On July 19, 1999 the Company completed the acquisition of Gretna-Nebraska  based
R&M Enterprises for  consideration of 1.2 million shares of common stock and the
payment of $1.4 million in cash.

On July 30, 1999 the Company completed the acquisition of Bestway Trucking, Inc.
a  Jeffersonville,   Indiana-based  dry  van  carrier  and  MDR  Cartage,   Inc.
headquartered  in Jonesboro,  Arkansas.  In connection  with the  acquisition of
Bestway,  the  Company  issued 1.5  million  of its  common  stock and paid $6.8
million in cash.  MDR was purchased for $1.8 million in cash and the issuance of
2.5 million of the Company's common stock.

The Company acquired Green Bay,  Wisconsin based  Fox/Midwest in September 1999.
The acquisition was funded by the issuance of 510,204 shares of common stock and
a cash payment of $1.9 million.

In November 1999,  the Company  acquired three  divisions of Rocor,  Inc.:  Land
Transportation,  IMC and RFS. At acquisition, these companies were merged into a
newly  formed  wholly-owned   subsidiary  of  Transit  Group,  Inc.  named  Land
Transportation,  LLC ("Land").  Based out of Atlanta,  Georgia,  Land operates a
fleet of approximately 450 owner operators in addition to an intermodal division
(IMC) and a brokerage  division (RFS).  This non-asset based entity was acquired
for $12  million in cash,  a $6 million  non-interest  bearing  note and 100,000
shares of Transit Group common stock.

The  business  combinations  described  above  will be  accounted  for under the
purchase  method  of  accounting.  Accordingly,  the  operating  results  of the
acquired  companies have been included in the Company's  consolidated  financial
statements  since their  respective  dates of  acquisition.  Assets acquired and
liabilities assumed were recorded at fair market value.

The unaudited pro forma financial  information  reflects the operations of the 5
companies acquired in 1997, the 6 companies acquired in 1998 and the 8 companies
acquired  in 1999 as if they all had been  acquired  on  January  1,  1998.  The
following  adjustments  were  made to the  historical  financial  statements  of
acquired companies prior to their acquisition by the Company:

      Reduced depreciation  expense due to changes in depreciation  policies and
      estimated lives;  Amortization of goodwill recorded in connection with the
      acquisitions;  Recognition  of lease expense  incurred in connection  with
      certain  sale-leaseback  transactions;  Additional  interest costs for the
      cash  portion of the  acquisition  costs;  Interest  costs of the acquired
      companies have been adjusted to reflect the Company's financing costs; and
      Provision for income taxes at the Company's estimated annual tax rate.

No  projected  provision  for  cost  reductions  (such as  insurance,  overhead,
purchasing, and fuel) have been reflected in the historical financial statements
of the subsidiaries from January 1, 1998 through the date of acquisition.




<TABLE>
<CAPTION>
               Unaudited Pro Forma Combined Results of Operations
                        (In thousands except share data)

                                                  Three months ended Sept. 30         Nine months ended Sept. 30

                                                  1999               1998               1999               1998
                                                  ----               ----               ----               ----

    <S>                                          <C>                <C>               <C>               <C>
     Revenues                                 $     125,317      $     117,640     $     366,689     $        348,595

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

     Net income                               $         955      $         786     $         4,994    $         3,150

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

     Income per basic common share            $         .03       $        .02      $         .16     $          $.10

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

     Income per diluted common share          $         .03      $         .02     $          .15      $          .09

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

     Weighted average number of basic
     common shares outstanding                    31,919,988         32,200,618         31,875,125         32,192,926
                                              ==============     ==============    ===============    ================


     Weighted average number of diluted
     common shares outstanding                    32,956,518         33,383,090         32,827,439         33,512,619
                                              ==============     ==============    ===============    ================
</TABLE>

Income Taxes

At December 31,  1998,  the Company had $27.4  million of federal net  operating
loss carryforwards  potentially  available to offset taxable income which expire
during the years 2007 to 2012. The Company  recognized  $7.5 million in benefits
for these net  operating  losses in the December 31, 1998  financial  statements
because management believed it is more likely than not that the benefits will be
realized.  The  Company  will be limited in the amount of net  operating  losses
which  can be  offset  against  taxable  income in any  given  year  because  of
significant  changes in ownership.  Certain  pre-acquisition  losses of acquired
companies will be unusable  because of the change of ownership  provisions and a
valuation  allowance  remains for those  losses.  To the extent these losses are
utilized,  any  benefit  will be used to  reduce  goodwill  as the  losses  were
incurred by acquired subsidiaries.  At September 30, 1999 the net operating loss
carryforwards are approximately $24.9 million.

The Company  determines  its provisions for income taxes using its best estimate
of the effective  tax rate  expected to be applicable  for the full fiscal year.
The difference  between the provision for income taxes and the amount that would
be  expected  using the Federal  statutory  income tax rate of 34% is related to
nondeductible  goodwill  amortization  expense,  the meal  component of per diem
expenses paid to drivers and certain other non-deductible expenses.

5.  Redeemable and Non Redeemable Preferred Stock

On May 13, 1999 the Company's shareholders retired the existing 5 million shares
of authorized  preferred stock and authorized 20 million new shares of preferred
stock.  The rights and privileges of the new preferred shares will be determined
upon issuance.  The Company  issued 5 million  shares of preferred  stock in the
transaction described in the following paragraph.

On May 14, 1999 the Company  consummated an equity  financing  transaction  with
General  Electric  Capital  Corporation  ("GECC").  GECC invested $25 million in
exchange for 5 million  shares of 9%  cumulative,  redeemable  preferred  stock,
which are  convertible  to common  shares at any time.  The  proceeds  were used
primarily to finance  future  acquisitions  although  initially the Company paid
down  certain   borrowings   under  its  revolving  credit  facility  and  other
borrowings.



On the third  anniversary  of the issue date,  GECC has the right to require the
Company to redeem up to one third of the outstanding preferred shares at a price
equal to $5.00 per share plus all  accrued and unpaid  dividends.  On the fourth
anniversary,  GE may  require  the  Company  to  redeem up to two  thirds  (on a
cumulative  basis) of the  outstanding  preferred  shares  plus all  accrued and
unpaid  dividends.  GECC  can  require  the  Company  to  redeem  all  remaining
outstanding  preferred  shares plus  accrued and unpaid  dividends  on the fifth
anniversary of the issue date. After the fifth  anniversary of the issue date of
the preferred shares,  GECC shall have no further rights to cause the Company to
redeem any shares, which may then be outstanding.

6.  Credit Facility

In October  1999 the Company  entered into a new $150  million  credit  facility
which replaced its $33 million revolving credit facility. The credit facility is
comprised  of a $110  million  working  capital  revolver,  which is  secured by
receivables and equipment, and a $40 million acquisition component. The revolver
is interest only with a 5-year term. The acquisition  component is interest only
for one year at which time it converts to a 4-year term facility with  quarterly
principle  payments.  Both the  working  capital  revolver  and the  acquisition
component  bear interest at LIBOR plus 2% through  December 31 at which time the
spread over LIBOR will be determined by the Company's  financial ratios. The new
facility  contains  covenants  which  require,  among other  things,  net worth,
leverage and fixed charge  coverage ratios within  specified  levels and contain
other covenants customary in lending transactions of this type.

7.  Common Stock

On May 13,  1999 the  Company's  shareholders  voted to  increase  the number of
authorized common shares from 30 million to 100 million.

8.  Stock Options

The  Company has granted  options  and  warrants to acquire its common  stock at
various times under various plans,  contracts,  and employment  agreements  that
approximated or exceeded fair market at the date of issue.  Options and warrants
which vest over various  periods may be exercised over periods ranging up to ten
years and generally expire in five to ten years.

A summary of outstanding options and warrants is as follows:

Outstanding January 1, 1999                                            3,413,058

Granted during period                                                    883,700
Exercised/redeemed                                                     (695,517)
Forfeited or expired                                                   (129,966)
                                                              ==================
Outstanding September 30, 1999                                         3,471,275
                                                              ==================











                      TRANSIT GROUP, INC. AND SUBSIDIARIES
                 Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

This Quarterly Report contains certain forward-looking statements, as defined in
the Private  Securities  Litigation Reform act of 1995,  including or related to
the Company's future results including certain projections and business trends.

These and other statements, which are not historical facts, are based largely on
current  expectations  and assumptions of management and are subject to a number
of risks and uncertainties  that could cause actual results to differ materially
from those  contemplated  by such  forward-looking  statements.  Assumptions and
risks  related to  forward-looking  statements  include  that the  Company has a
history of  operating  losses and is pursuing a growth  strategy  that relies in
part on the completion of  acquisitions  of companies in the trucking  industry;
that it will  continue  to price and market  its  services  competitively;  that
competitive  conditions  within the Company's markets will not change materially
or adversely; that the demand for the Company's services will remain strong; and
that the Company will retain key managers, drivers and other personnel.

Assumptions  relating to  forward-looking  statements  involve  judgements  with
respect  to , among  other  things,  future  economic,  competitive  and  market
conditions  and  future  business  decisions,  all of  which  are  difficult  or
impossible  to  predict  accurately  and many  which are  beyond  the  Company's
control.  When used in this Quarterly Report,  the words "estimate",  "project",
"intend",  and  "expect"  and  similar  expressions  are  intended  to  identify
forward-looking  statements.  Although  the Company  believes  that  assumptions
underlying the forward-looking statements are reasonable, any of the assumptions
could  prove  inaccurate  and,  therefore,  there can be no  assurance  that the
results contemplated in the forward-looking information will be realized.

Management  decisions  are  subjective  in  many  respects  and  susceptible  to
interpretations  and periodic  revisions based on actual experience and business
developments,  the impact of which may cause the  Company to alter its  business
strategy,  which may in turn,  affect the Company's  results of  operations.  In
light  of  the  significant   uncertainties   inherent  in  the  forward-looking
information  included herein,  the inclusion of such  information  should not be
regarded as our representation that any strategy, objectives or other plans will
be achieved.  The forward-looking  statements contained in this Quarterly Report
speak only as of the date of this  Quarterly  Report,  and the Company  does not
have any  obligation to publicly  update or revise any of these  forward-looking
statements.

Liquidity and Capital Resources

In 1999 the Company  increased the capacity of its revolving line of credit with
AmSouth  Bank  from  $30  million  to $33  million.  Additionally,  the  Company
converted $5 million of debt,  which was due in 1999, to a term  facility  which
amortizes   over  seven  years  and  had  a  final  maturity  in  January  2002.
Substantially  all amounts  available under the $33 million credit facility were
drawn down at September 30, 1999.

In October of 1999 the Company  entered into a new $150 million credit  facility
which replaced the $33 million facility.  The new credit facility includes a $40
million  acquisition  component  and $110  million  which is secured by accounts
receivable and equipment.

In November 1998,  the Company  entered into a $50 million  equipment  operating
lease  facility  with  a  commercial   lender.  The  facility  is  available  to
restructure  the  financing of certain  existing  equipment and the remainder to
support future equipment leases. At September 30, 1999  approximately $4 million
was available under this facility.

The Company's  acquisition  strategy and  requirements for replacing its revenue
equipment  require  significant  capital  resources.  For the nine months  ended
September  30, 1999,  cash flow from  operating  activities  was  negative  $4.7
million and capital  expenditures were $3.5 million for new trucks and trailers.
The deficit in cash flow from operations is related primarily to the increase in
accounts  receivable.  The  Company's  higher  sales level  contributed  to this
increase.  In addition there was some deterioration in the collection efforts of
the newly  acquired  companies.  In October the Company  modified its collection
procedures at these  locations.  There can be no assurance  that the Company can
continue to finance its fleet through operations, leases or commercial lenders.

On May 14, 1999 the Company  consummated an equity  financing  transaction  with
General  Electric  Capital  Corporation  ("GECC").  GECC invested $25 million in
exchange  for 5  million  shares of 9%  cumulative  preferred  stock,  which are
convertible  to common shares at any time.  The proceeds were used  primarily to
finance  future  acquisitions  although  initially the Company paid down certain
borrowings under its revolving credit facility, and other borrowings.

The Company believes that the amounts available from operating cash flows, funds
available under its current  facilities and its equipment lease facility will be
sufficient to meet the Company's  expected  operating  needs and planned capital
expenditures for the foreseeable future.

Redemption Rights for Selling Shareholders in Acquisitions

In connection with the acquisitions of Capitol Warehouse,  Service Express,  and
Carroll  Fulmer,  the  Company  granted the  selling  shareholders  the right to
require  the  Company to redeem a portion of the shares  which they  received in
exchange for selling their businesses to the Company. The dollar amount of stock
subject to mandatory  redemption by the Company  aggregated  approximately  $8.1
million upon acquisition of those companies.

At September 30, 1999, holders of redemption rights with respect to $3.7 million
of stock may require  either the Company to redeem the stock or the  Chairman of
the  Company to acquire  the stock at a price of $3.60 per share.  To the extent
such redemption  rights are exercised,  the Company will be required to fund the
cash required to meet its obligations  under the redemption rights by drawing on
bank  lines  which may be  available  to its  subsidiaries,  or to call upon the
Chairman to purchase the stock under his obligations  and guarantees  associated
with the acquisition contracts.

Results of Operations - Three and nine month  periods  ended  September 30, 1999
compared with the three and nine month periods ended September 30, 1998

The following table sets forth items in the Consolidated Statement of Income for
the  three  and  nine  month  periods  ended  September  30,  1999 and 1998 as a
percentage of operating revenues.

<TABLE>
<CAPTION>

                                                          Three months ended           Nine months ended
                                                             September 30,               September 30,
                                                       1999          1998          1999           1998
                                                    ------------  ------------  ------------  -------------
     <S>                                              <C>          <C>           <C>         <C>
      Operating revenues                               100.0%       100.0%         100.0%       100.0%
                                                    ------------  ------------  ------------  -------------

      Purchased transportation                          33.8         41.1           36.0         42.3
      Salaries, wages and benefits                      26.5         22.7           25.5         22.5
      Fuel                                               9.3          7.6            8.5          7.5
      Operating supplies and expenses                   10.6         10.1           10.4          9.8
      Lease expense - revenue equipment                  6.0          5.6            6.1          3.6
      Insurance                                          1.6          1.9            1.4          1.8
      Depreciation and amortization expense              4.3          3.7            3.9          4.3
      General and administrative expense                 2.5          2.3            2.7          2.5
                                                    ------------  ------------  ------------  -------------
      Total expenses                                    94.6         95.0           94.5         94.3
                                                    ------------  ------------  ------------  -------------
        Operating income                                 5.4          5.0            5.5          5.7
      Interest expense                                   1.8          2.8            1.8          2.8
                                                    ------------  ------------  ------------  -------------
        Income before income taxes                       3.6          2.2            3.7          2.9

      Income taxes                                       1.9          -              1.9           .2
                                                    ------------  ------------  ------------  -------------

      Net income                                         1.7%         2.2%           1.8%         2.7%
                                                    ============  ============  ============  =============
</TABLE>

Results of  Operations - Three months  ended  September  30, 1999 vs. three
months ended September 30, 1998
-------------------------------------------------------------------------------

Operating  revenues  increased from $56.3 million in 1998 to $93.3  million,  or
66%, for 1999. The increase is due primarily to the acquisition of ten companies
since June 1998 through September 1999.  Comparable revenues for the 8 companies
acquired prior to July 1998 (excluding  Rainbow  Trucking whose  operations were
absorbed  by  Bestway)  increased  by 10.2% for the  three  month  period  ended
September 30, 1999 compared to this same period in the prior year.

Purchased  transportation as a percentage of operating  revenues  decreased from
41.1% in 1998 to 33.8% in 1999 due to  changes  in the fleet mix from  brokerage
and  owner-operators  to Company  owned  trucks as a result of the  acquisitions
since June 1998.

Salaries,  wages and benefits as a percentage  of operating  revenues  increased
from 22.7% in 1998 to 26.5% in 1999.  The increase as a percentage  of operating
revenues is  attributed  to the change in revenue mix discussed in the preceding
paragraph as well as continued  pressure on driver  wages.  Should  driver wages
continue to increase as a result of the industry-wide driver shortage, there can
be no assurance that these costs can be passed along through  increased  freight
rates.

Fuel as a percentage of operating  revenues  increased from 7.6% in 1998 to 9.3%
in 1999. Fuel costs as a percentage of operating  revenues increased as a result
of changes in the Company's  revenue mix. In addition,  during the first quarter
of 1999, fuel costs began to increase over the amount paid in the fourth quarter
of 1998. Should fuel costs continue to increase,  there can be no assurance that
these costs can be passed along to our customers.

Operating  supplies  and expenses as a  percentage  of  operating  revenues
increased  from 10.1% in 1998 to 10.6% in 1999 due to changes in the revenue mix
discussed above.

Lease expense - revenue equipment, expressed as a percent of operating revenues,
increased  from 5.6% in 1998 to 6.0% in 1999.  This  increase  is related to the
utilization of the Company's $50 million equipment operating lease facility.

Insurance  expense as a percentage of operating  revenues  declined from 1.9% in
1998 to 1.6% in 1999.

Depreciation and amortization expense as a percentage of operating revenues
increased from 3.7% in 1998 to 4.3%
in 1999.

General and  administrative  expense as a percentage of operating  revenues
increased from 2.3% in 1998 to 2.5% in 1999.

Operating income as a percentage of operating  revenues increased from 5.0%
in 1998 to 5.4% in 1999 as a result of the factors discussed above.

Interest  expense declined from 2.8% of revenues in 1998 to 1.8% in 1999 as
a result the increased use of leased equipment.

Income taxes  increased from $.04 million in 1998 to $1.7 million in 1999 as the
Company  recognized the future value of net operating loss  carryforwards in the
fourth quarter of 1998.  Previously these benefits were recognized when realized
which lowered the effective tax rates in prior periods.  The difference  between
the  provision  for  income  taxes  that  would be  expected  using the  Federal
statutory  rate and the Company's  actual rate is  attributed to  non-deductible
goodwill and the limitations  imposed on the deductibility of the meal component
of per diem payments paid to the Company's drivers.

Results of Operations -Nine months ended September 30, 1999 vs. nine months
ended September 30, 1998

Operating revenues  increased from $118.0 million in 1998 to $233.4 million,  or
97.8%,  for  1999.  The  increase  is due  primarily  to the  acquisition  of 13
companies from January 1998 through September 1999.

Purchased  transportation as a percentage of operating  revenues  decreased from
42.3% in 1998 to 36.0% in 1999.  Changes  in the  fleet mix from  brokerage  and
owner-operators to company owned trucks as a result of the acquisitions resulted
in the decline in purchased transportation as a percentage of sales.

Salaries,  wages and benefits as a percentage  of operating  revenues  increased
from 22.5% in 1998 to 25.5% in 1999.  The increase as a percentage  of operating
revenues is  attributed  to the change in revenue mix discussed in the preceding
paragraph as well as continued  pressure on driver  wages.  Should  driver wages
continue to increase as a result of the industry-wide driver shortage, there can
be no assurance that these costs can be passed along through  increased  freight
rates.

Fuel as a percentage of operating  revenues  increased from 7.5% in 1998 to 8.5%
in 1999. Fuel costs as a percentage of operating  revenues increased as a result
of fuel costs and the change in  revenue  mix.  Should  fuel costs  continue  to
increase,  there can be no assurance that these costs can be passed along to our
customers.

Operating  supplies  and expenses as a  percentage  of  operating  revenues
increased from 9.8% in 1998 to 10.4% in 1999.

Expressed as a percent of operating revenues,  Lease expense - revenue equipment
increased  from 3.6% in 1998 to 6.1% in 1999.  This  increase  is related to the
utilization of the Company's $50 million equipment operating lease facility.

Insurance expense as a percentage of operating  revenues  decreased from 1.8% in
1998 to 1.4% in 1999. The decrease as a percentage of operating  revenues is due
to the Company's ability to negotiate more favorable  insurance rates because of
its larger, more diverse insurance base.

Depreciation  and  amortization  expense as a percentage  of operating  revenues
decreased  from 4.3% in 1998 to 3.9% in 1999.  The decrease as a  percentage  of
operating revenues is due to the increased use of leased equipment.

General  and  administrative  expense  as a  percentage  of  operating  revenues
increased nominally over the same period in the prior year.

Operating income increased from $6.7 million in 1998 to $12.7 million, or 88.7%,
in 1999.  Operating income as a percentage of operating  revenues decreased from
5.7% in 1998 to 5.5% in 1999 as a result of the factors discussed above.

Interest expense increased from $3.3 million in 1998 to $4.2 million,  or 27.9%,
in 1999 as a result of increased  borrowings to fund acquisitions offset by more
favorable interest rates and the increased use of leased equipment.

Income taxes  increased  from $.3 million in 1998 to $4.3 million in 1999 as the
Company  recognized the future value of net operating loss  carryforwards in the
fourth quarter of 1998.  Previously these benefits were recognized when realized
which lowered the effective tax rates in prior periods.  The difference  between
the  provision  for  income  taxes  that  would be  expected  using the  federal
statutory  rate and the Company's  actual rate is  attributed to  non-deductible
goodwill and the limitations  imposed on the deductibility of the meal component
of per diem payments made to the Company's drivers.

Results of  Operations - Unaudited Pro Forma results three and nine months ended
September 30, 1999  compared with the three and nine months ended  September 30,
1998

Since July 1997, the Company has acquired 19 truckload  carriers.  Transit Group
has enabled these companies to reduce certain costs particularly in the areas of
insurance,  interest  and leasing  costs,  fuel,  and  redundant  overhead.  The
Company's  strategy is to allow the acquired  companies  to focus on  marketing,
customer service,  and operations while  administrative  and financial costs are
centralized in the Corporate Services Division of Transit Group  Transportation,
LLC.


The unaudited pro forma financial  information reflects the operations of the 19
acquired  companies  as if they all had been  acquired  on January 1, 1998.  The
following  adjustments  were  made to the  historical  financial  statements  of
acquired companies prior to their acquisition by the Company:

               Reduced  depreciation  expense  due to  changes  in  depreciation
               policies and estimated lives;  Amortization of goodwill  recorded
               in connection with the acquisitions; Recognition of lease expense
               incurred in connection with certain sale-lease back transactions;
               Additional interest costs for the cash portion of the acquisition
               costs;  Interest  costs  of  the  acquired  companies  have  been
               adjusted to reflect the Company's financing
              costs; and
               Provision  for income  taxes at the  Company's  estimated  annual
rates.

No  projected  provision  for  cost  reductions  (such as  insurance,  overhead,
purchasing, and fuel) have been reflected in the historical financial statements
of the subsidiaries from January 1, 1998 through the date of acquisition.
<TABLE>
<CAPTION>
Unaudited Results of Operations - Three months ended September 30, 1999 vs. three months ended September 30, 1998

               Unaudited Pro Forma Combined Results of Operations
                        (In thousands except share data)

                                                                           Three months ended
                                                 ---------------------------------------------------------------------
                                                       September 30, 1999                   September 30, 1998
                                                 --------------------------------    ---------------------------------
                                                        $                 %                 $                  %
                                                 ----------------    ------------    -----------------    ------------

<S>                                              <C>                         <C>           <C>                   <C>
Operating revenues                               $       125,317         100%          $     117,640         100%

                                                 ----------------    ------------    -----------------    ------------

Operating expenses                                       111,230        88.7                 101,620        86.4
Depreciation and amortization                              5,749         4.6                   6,819         5.8
General and administrative expenses                        2,966         2.4                   2,979         2.5
                                                 ----------------    ------------    -----------------    ------------

Total operating expenses                                 119,945        95.7                 111,418        94.7
                                                 ----------------    ------------    -----------------    ------------
   Operating income                                        5,372         4.3                   6,222         5.3

Interest expense                                           2,691         2.1                   3,841         3.3
                                                 ----------------    ------------    -----------------    ------------
   Income before income taxes                              2,681         2.2                   2,381         2.0

Income taxes                                               1,726         1.4                   1,595         1.3
                                                 ----------------    ------------    -----------------    ------------

   Net income                                    $           955          .8         $            786         .7

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

Income per basic common share
                                                 $           .03                      $           .02

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

Income per diluted common share                  $           .03                      $           .02

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

Weighted average number of basic common shares
outstanding                                           31,919,988                          32,200,618
                                                 ================                    =================

Weighted average number of diluted common
shares outstanding                                    32,956,518                          33,383,090
                                                 ================                    =================
</TABLE>

Excluding  Fox Midwest  (which was  acquired on September  27, 1999)  comparable
revenues  increased by 8.2% in the three month  period  ended  September 30 1999
compared to the same period in the prior year. The strength of the U.S.  economy
and  improvements  in load sharing  arrangements  among the  acquired  companies
contributed to this improvement.

The Company has financed  substantially  all of its 1999 equipment  acquisitions
with operating leases. As a consequence operating expenses have increased,  as a
percent of operating  revenues,  over the prior year.  Expressed as a percent of
operating  revenues,  depreciation and amortization  expense has declined in the
three months ended September 30, 1999 compared to the same period in 1998 due to
the  utilization  of  operating  leases.  General  and  administrative  expenses
remained  relatively  flat (as a percent of operating  revenues) in both periods
presented.

The  increase  in interest  expense is related to  financing  costs  incurred in
connection with the cash component of the third quarter 1999 acquisitions.

The impact of pro forma, non-deductible goodwill,  non-deductible per diem costs
and preacquisition  losses incurred by the acquired companies caused an increase
in the Company's  effective income tax rate. As these companies were merged into
Transit Group, certain operational  benefits (insurance,  fuel, equipment costs)
were realized and the acquired companies  subsequently  reported profits.  It is
anticipated  that the actual  effective  income  tax rate of the  Company in the
future will approximate 50%.



<PAGE>
<TABLE>
<CAPTION>
Unaudited Results of Operations -Nine months ended September 30, 1999 vs. nine months ended September 30, 1998

               Unaudited Pro Forma Combined Results of Operations
                        (In thousands except share data)

                                                                           Nine months ended
                                                 ---------------------------------------------------------------------
                                                       September 30, 1999                   September 30, 1998
                                                 --------------------------------    ---------------------------------
                                                        $                 %                 $                  %
                                                 ----------------    ------------    -----------------    ------------

<S>                                              <C>                  <C>              <C>                <C>
Operating revenues                               $        366,689        100%          $    348,595          100%

                                                 ----------------    ------------    -----------------    ------------

Operating expenses                                       320,698        87.5                 301,033        86.4
Depreciation and amortization                             17,233         4.7                  19,519         5.6
General and administrative expenses                        8,940         2.4                   8,970         2.6
                                                 ----------------    ------------    -----------------    ------------

Total operating expenses                                 346,871        94.6                 329,522        94.6
                                                 ----------------    ------------    -----------------    ------------
   Operating income                                       19,818         5.4                  19,073         5.4

Interest expense                                           8,509         2.3                  10,588         3.0
                                                 ----------------    ------------    -----------------    ------------
   Income before income taxes                             11,309         3.1                   8,485         2.4

Income taxes                                               6,315         1.7                   5,335         1.5
                                                 ----------------    ------------    -----------------    ------------

   Net income                                    $         4,994         1.4           $       3,150          .9

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

Income per basic common share                    $          .16                        $           .10


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

Income per diluted common share                  $          .15                        $            .09


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

Weighted average number of basic    common
shares outstanding                                    31,875,125                          32,192,926
                                                 ================                    =================

Weighted average number of diluted
common shares outstanding                             32,827,439                          33,512,619
                                                 ================                    =================
</TABLE>

Excluding  Fox /Midwest  (which was acquired on September  27, 1999)  comparable
revenues  increased  by 7.4% in the nine month  period  ended  September 30 1999
compared to the same period in the prior year. The strength of the U.S.  economy
and  improvements  in load sharing  arrangements  among the  acquired  companies
contributed to this improvement.

The Company has financed  substantially  all of its 1999 equipment  acquisitions
with operating leases. As a consequence operating expenses have increased,  as a
percent of  operating  revenues  over the prior year.  Expressed as a percent of
operating revenues,  depreciation and amortization  expensed has declined in the
three months ended September 30, 1999 compared to the same period in 1998.

General and administrative  expenses remained  relatively flat ( as a percent of
operating revenues) in both periods presented.




The impact of the proforma,  non-deductible  goodwill,  non-deductible  per diem
costs caused an increase in the  Company's  effective  income tax rate. As these
companies  were  merged  into  Transit  Group,   certain  operational   benefits
(insurance,  fuel,  equipment  costs) were  realized and the acquired  companies
subsequently  reported  profits.  It is  anticipated  that the actual  effective
income tax rate of the Company in the future will approximate 50%.

Year 2000

Of the Company's 19 divisions, one is not Y2K compliant and is in the process of
being  converted.  The  anticipated  completion  date is December  1, 1999.  The
Company is aware of the  seriousness  associated  with the issues related to the
Year 2000 and its potential  impact.  In response to this  unprecedented  event,
management believes that it has identified,  outlined and set forth actions that
will upgrade all information  technology and non-information  technology systems
that are not Year 2000 compliant  with year 2000  compliant  systems by December
1999.  Currently,  management  estimates that the Company is 95% complete in its
efforts to be Year 2000 compliant.

Due to the contractual relationships with current software and hardware vendors,
the majority of the costs associated with Year 2000 compliance have been covered
under the annual  maintenance  fees that the Company  normally  pays.  Since the
majority  of  expenses  are  spread  throughout  the  year,  management  has not
specifically  itemized expenses related to the Year 2000.  Management  estimates
that  the  Company  has  spent  approximately  $285,000  to date  on  Year  2000
compliance  and  estimates  spending an  additional  $15,000  towards  Year 2000
compliance during the remainder of 1999.

During  its  review of the  Company's  Year  2000  compliance  plan,  management
realized  that as important as internal  systems are to its mission of Year 2000
compliance,   customers,  vendors  and  community  resources  (utilities,  local
telephone  company,  etc),  represent  a  significant  portion  of the  business
processes as well.  To that end, the Company is asking its critical  partners to
provide to the Company in writing,  their own Year 2000 progress plans. Although
management  cannot  guarantee  the  Company's  compliance,  it will  continue to
monitor  its  progress  during  the  remainder  of 1999  and  refine  plans,  as
information becomes available.

The  Company  has  identified  its  billing,  dispatch,  settlement,  and  fleet
monitoring  system  as its  mission  critical  internal  systems  that  could be
affected by the Year 2000.  The Company  began  testing the Year 2000  compliant
version of this software in the third quarter of 1999.

The Company has  developed a  contingency  plan that  includes  external  vendor
readiness as well as the possibility of an internal  system failure.  All of the
Company's  significant vendors have represented that they are Y2K compliant.  If
internal systems were to fail, the Company will have a manual system in place to
provide the necessary business activities to its customers until the Company can
correct any such failure.

Although the  possibility of failure exists,  management  believes that its Year
2000  efforts  will  be  completed,  and  its  systems  tested  in a  production
environment in accordance with its plan by December 1999.





<PAGE>




                      TRANSIT GROUP, INC. AND SUBSIDIARIES
             Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable
                      TRANSIT GROUP, INC. AND SUBSIDIARIES
                           Part II - Other Information


Item 6 - Exhibits and Reports on Form 8-K

   (a)   Exhibits

         11.1     Statement regarding computation of earnings per share.

         27.1     Financial Data Schedule.

   (b)The Company filed a Current Report on Form 8-K on July 30, 1999 to report
       acquisition of R&M Enterprises, Inc.

     (c)The  Company  filed a Current  Report on Form 8-K on August 13,  1999 to
        report the acquisition of MDR Cartage, Inc and Bestway Trucking, Inc.

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.

                                                     Transit Group, Inc.

Date: November 15, 1999                     By:   /s/Wayne N. Nellums
                                                 --------------------
                                                    Wayne N. Nellums
                                                  Senior Vice President,
                                                 Chief Financial Officer
                                                       and Secretary