SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


         Date of report (Date of Earliest Event Reported): May 5, 1998






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



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            Florida
 (State or other jurisdiction of      33-30123-A              59-2576629
 incorporation or organization)   (Commission File No.)     (IRS Employer
                                                          Identification No.)
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                             2859 Paces Ferry Road
                                   Suite 1740
                             Atlanta, Georgia 30339
          (Address of principal executive offices, including zip code)
                                 (770) 444-0240
              (Registrant's telephone number, including area code)
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ITEM 2.    ACQUISITION OR DISPOSITION OF ASSETS

            On May 5, 1998, Transit Group, Inc.  ("Transit Group")  consummated
the  acquisition  of  Certified   Transport,   Inc.,  an  Indiana   corporation
("Certified"), and Venture Logistics, Inc., an Indiana corporation ("Venture").
Pursuant  to  the  Agreement  and  Plan  of   Reorganization,   Venture  and  a
wholly-owned Indiana subsidiary of Transit Group ("Newco") were merged with and
into Certified in a reverse triangular merger,  with Certified remaining as the
surviving  corporation of the merger.  Upon consummation of the merger,  all of
the  outstanding  common stock of Certified  and Venture  were  converted  into
1,072,165  shares of Transit  Group common  stock.  In addition,  Transit Group
agreed to issue up to 270,512  additional  shares of Transit Group common stock
if financial objectives are met in 1998.

            Certified,  a privately held short- to medium-haul dry van carrier,
is based in Indianapolis, Indiana.

            Transit  Group,  headquartered  in  Atlanta,  Georgia  is a holding
company in the  business of acquiring  and  consolidating  short-,  medium- and
long-haul trucking companies.

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

            (a)   Financial Statements of Business Acquired

            At the present  time,  it is  impractical  to provide the  required
financial  statements for Certified  relative to its acquisition as required by
Article 11 of  Regulation  S-X and this Item 7 of Form 8-K.  Transit Group will
file  such  financial  information  under  cover  of a Form  8-K/A  as  soon as
practicable,  but not later than July 19,  1998 (60 days  after this  Report is
required to be filed).

            (b)   Pro Forma Financial Information

            At the present  time,  it is  impractical  to provide the pro forma
financial  information  relative to the  Certified  acquisition  as required by
Article 11 of  Regulation  S-X and this Item 7 of Form 8-K.  Transit Group will
file such pro forma financial  information  under cover of a Form 8-K/A as soon
as practicable,  but not later than July 19, 1998 (60 days after this Report is
required to be filed).

            (c)   Exhibits

            2.1 Agreement and Plan of Reorganization  dated May 5, 1998, by and
among Transit Group, Newco, Certified, Venture, James Arnold, William T. Keywan
and M. Douglas Williams.

            99.1  Press Release.
<PAGE>
                                           

                                   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 hereunto duly authorized.

                                          TRANSIT GROUP, INC.



Date:  May 15, 1998                       /s/ Philip A. Belyew
                                          --------------------
                                          Philip A. Belyew
                                          President and Chief Executive Officer