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

                                  FORM 10-QSB/A







[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the quarterly period ended September 30, 1997

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



                       Commission File Number: 33-30123-A

                               TRANSIT GROUP, INC
              (Exact name of small business issuer 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 Road, Suite 1740, Atlanta, Georgia 30339
                    (Address of principal executive offices)

                                 (770) 444-0240
                           (Issuer's telephone number)







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  19,018,811  shares of the Company's  common stock  outstanding as of
November 13, 1997.



<PAGE>


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

         The  following  discussion  should  be read  in  conjunction  with  the
Consolidated  Financial  Statements  including the footnotes and is qualified in
its entirety by the  foregoing  and other more  detailed  financial  information
appearing elsewhere herein.  Historical results of operations and the percentage
relationships  among any amounts  included  in the  Consolidated  Statements  of
Operations,  and any trends which may appear to be inferable  therefrom,  should
not be taken as being necessarily  indicative of trends in operations or results
of operations for any future periods.

         Comments in this  Management's  Discussion  and  Analysis of  Financial
Condition and Results of Operations  regarding the Company's  business which are
not  historical  facts are forward  looking  statements  that involve  risks and
uncertainties.  Among  these  risks are the  Company is in a highly  competitive
business,  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.  There can be no  assurance  that in its highly  competitive
business  environment,  the Company  will  successfully  improve  its  operating
profitability or consummate such acquisitions.

         The following  discussion and analysis reflect the Company's  financial
position,  results of  operations  and cash  flows as  restated  to reflect  the
disposal of the parcel  delivery and courier  operations in accordance  with APB
No. 30.

Liquidity and Capital Resources

         The Company has  incurred  substantial  operating  losses and cash flow
deficits since  inception.  From September 1985 through  September 30, 1997, the
Company had accumulated a deficit from operating  losses of  $32,288,048.  As of
September  30,  1997,  the  Company  had  raised  $57,769,705  from (i)  private
placements of preferred  stock,  (ii) its initial public offering of November 2,
1989, (iii) the sale of restricted and  unrestricted  common shares and has paid
dividends on its  preferred  stock of  approximately  $1,338,804  and (iv) stock
issued in connection with the acquisition of the four truckload  carriers.  As a
result of equity placements, dividends on preferred stock and cumulative losses,
the stockholders'  equity as of September 30, 1997, was $16,042,853,  and common
stock issued subject to put arrangements was $8,100,000.

         Management believes,  but can offer no assurances,  that it can improve
operating performance and cash flows through the following measures:

         Eliminating  Parcel  Delivery and Courier  Operations.  Management  has
entered into a contract to sell it's unprofitable  parcel delivery operations to
a company  controlled by its Chairman and expects this sale to close in December
1997 with an effective  date of  September  30,  1997.  Management  is currently
negotiating for the sale of it's courier operations and expects to complete this
sale by December 31, 1997.

         Acquiring Profitable Trucking  Operations.  The Company has reorganized
into a "holding  company" format based in Atlanta,  Georgia.  This new corporate
structure  is intended  to  increase  the  Company's  flexibility  to pursue the
acquisition and operation of profitable truckload motor carriers.  The Company's
intent is to continue  to identify  and  acquire  additional  mid-size  trucking
companies,  primarily with annual revenues between $10 million and $100 million,
that possess  strong market  positions,  sound  management and a commitment to a
high level of service and quality.  The Company has completed the acquisition of
four companies at September 30, 1997 and is pursuing additional accounts.

<PAGE>

         Relying on Equity  Sales to or Loans from Major  Shareholders.  In July
1997,  an affiliate of the Company's  Chairman  loaned the Company $4 million to
consummate the acquisition of Carolina Pacific Distributors, Inc. During August,
September and October of 1997,  the  affiliate  loaned the Company an additional
$2,600,000 to fund the continuing  operations of the parcel delivery and courier
operations  and fund certain  expenses  associated  with the  acquisition of the
truckload  companies.  The $2,600,000 is expected to be assumed by the purchaser
of the parcel delivery operations.

         Obtaining Bank  Financing.  Management is negotiating new lines of hank
financing to provide working capital  financing and financing for acquisition of
additional  truckload  motor  carriers.  Management  has  received a $20 million
commitment from a bank to make available to Capital  Warehouse,  Carroll Fulmer,
Service  Express and Carolina  Pacific an asset based line of credit  secured by
accounts  receivable and other intangible  assets. The Company expects this line
of credit to be closed by the end of 1997.

         In connection with the  acquisition of three of the truckload  carriers
completed  during  the  third  quarter  of 1997,  the  Company  granted  selling
shareholders  the option to put a portion of the shares  which they  received in
exchange  for  selling  their  business to the  Company.  The amount of the puts
issued  by the  Company  aggregates  approximately  $8.1  million.  Of this $8.1
million,  options in the amounts of $4.6 million are  exercisable  before August
29, 1998 when an additional  $3.5 million  become  exercisable.  The put options
expire in the  amounts of $2.1  million at August 15,  1998 and $6.0  million at
August 29, 2003.

         Holders of options to put $6.0  million of stock at $3.60 per share may
require  either the  Company to redeem the stock or a major  shareholder  of the
Company to acquire the stock. Holders of options to put $1.8 million of stock at
$3.875  per share and $0.3  million at $6.75 per share have the right to put the
stock to the Company with a guarantee from a major shareholder.

         Through November 10, 1997, the Company has received  notification  that
puts in the amount of approximately $2,200,000 will be exercised within the next
60 days for stock at amounts ranging from $3.60 to $6.75 per share.  The Company
will be required to fund the cash  required to meet its  obligations  under such
puts  through  borrowing  such  funds,  drawing  down on bank lines which may be
available to its  subsidiaries  or to call upon a major  shareholder to purchase
the stock under such  shareholder's  obligations and guarantees  associated with
the acquisition  contracts.  Funding such could affect  materially the Company's
liquidity and capital resources.

Financial Condition

         As  of  June  30,  1997,  the  Company  treated  it's  parcel  delivery
operations  and courier  operations as  discontinued  operations.  The Company's
outstanding  vehicle and  equipment  indebtedness,  operating  leases,  and most
remaining liabilities (other than $4.0 million in debt to a related shareholder)
will be assumed by the companies purchasing the operations.



<PAGE>


Results of  Operations  - Three  months  ended  September  30, 1997 versus three
months ended September 30, 1996

         At  June  30,  1997,  the  Company  had  no  revenues  from  continuing
operations.  Such  revenues  commenced  on July 11,  1997 with the  purchase  of
Carolina  Pacific  Distributors,   Inc.  and  continued  to  increase  with  the
acquisitions  of the  three  additional  companies  with  which it had  executed
letters of intent.

         The following table sets forth items in the  Consolidated  Statement of
Operations  for the three months  ended  September  30, 1997 as a percentage  of
operating  revenue.  Because the truckload  operations  were acquired during the
third quarter of 1997, the table is not comparable to an earlier period.

                   
                                                                 Percentage of
                                                             Operating Revenues
                                                             ------------------
                  
         Operating revenues                                           100.0%
         Operating expenses
         Purchased transportation                                      38.1%
         Salaries, wages and benefits                                  23.5%
         Fuel                                                           9.8%
         Operating Supplies and expenses                               10.5%
         Insurance                                                      2.4%
         Depreciation and amortization expense                          7.5%
         General and administrative expense                             3.8%
                                                                    --------
          Total operating expense                                      95.7%

          Operating income                                              4.3%
         Interest expense                                               3.8%
                                                                    --------
            Earnings from continuing operations before income taxes     0.5%

         Income taxes attributable to continuing Operations             0.4%
                                                                    --------

         Income from continuing operations                              0.1%
                                                                    ========

         The Company incurred  corporate  administration  expenses for the three
months ended  September  30, 1997 of  approximately  $0.4 million as compared to
approximately  $47 thousand for the three months ended September 30, 1996. These
increases are attributable the  reorganization to a holding company format,  the
opening of new corporate  office in Atlanta,  Georgia and the acquisition of the
four truckload companies.

         Revenues attributable to the discontinued  businesses were $5.0 million
and $5.8  million  for the  three  months  ended  September  30,  1997 and 1996,
respectively. The reduction in revenue resulted primarily from closing terminals
in North and South  Carolina.  The Company has  recorded a provision  for losses
during the phase-out period of approximately $0.8 million. A tax benefit has not
been  provided on the losses  from  discontinued  operations  because it is more
likely  than not that a  portion  or all of the  losses  may not  produce  a tax
benefit.



<PAGE>


Results of Operations - Nine months ended  September 30, 1997 versus nine months
ended September 30, 1996

         The following table sets forth items in the  Consolidated  Statement of
Operations  for the nine months  ended  September  30, 1997 as a  percentage  of
operating  revenue.  Because the truckload  operations  were acquired during the
third quarter of 1997, the table is not comparable to an earlier period.

                    
                                                                 Percentage of
                                                             Operating Revenues
                                                             ------------------
                    
         Operating revenues                                           100.0%
         Operating expenses
         Purchased transportation                                      38.1%
         Salaries, wages and benefits                                  23.5%
         Fuel                                                           9.8%
         Operating Supplies and expenses                               10.5%
         Insurance                                                      2.4%
         Depreciation and amortization expense                          7.5%
         General and administrative expense                             6.4%
                                                                    --------

          Total operating expense                                      98.2%

          Operating income                                              1.8%
         Interest expense                                               3.8%
                                                                    --------
           Earnings from continuing operations  before income taxes    (2.0%)

         Income taxes attributable to continuing Operations             0.4%
                                                                    --------

         Income from continuing operations                            (2.4%)
                                                                    ========


         The Company incurred general and  administrative  expenses for the nine
months  ended  September  30,  1997  of   approximately   $0.7  as  compared  to
approximately  $0.3 million for the nine months ended September 30, 1996.  These
increases are attributable the  reorganization to a holding company format,  the
opening of new corporate  office in Atlanta,  Georgia and the acquisition of the
four truckload companies.

         During  the  second  quarter of 1997,  the  Company  approved a plan to
dispose of its parcel delivery and courier  operations and has executed a letter
of intent for the sale of the parcel delivery portion of such businesses.  It is
expected that  substantially  all property and equipment and  substantially  all
capital  and  operating  lease  obligations  will be assumed  by the buyer.  The
Company anticipates that the disposal will be completed in December 1997.

         Revenues attributable to the discontinued businesses were approximately
$14.7 million and $17.2 million for the nine months ended September 30, 1997 and
1996,  respectively.  The Company has recorded a provision for losses during the
phase-out  period of  approximately  $0.8  million.  A tax  benefit has not been
provided on the losses from  discontinued  operations  because it is more likely
than not that a portion or all of the losses may not produce a tax benefit.



<PAGE>


                                    SIGNATURE

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                       TRANSIT GROUP, INC.



Date: February 10, 1998                By:/s/ Wayne N. Nellums
                                          --------------------
                                       Wayne N. Nellums,
                                       Vice President, Chief Financial Officer
                                       and Secretary