U.S. SECURITIES AND EXCHANGE COMMISSION

                 Washington, D.C. 20549


                      FORM 10-QSB


[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 
     For the quarterly period ended June 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.
         f/k/a GENERAL PARCEL SERVICE, 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.)

 
              8923 Western Way, Suite 22,
                Jacksonville, FL 32256    
              ---------------------------
       (Address of principal executive offices)


                    (904) 363-0089    
                    --------------
             (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 13,227,780 shares of the Company's common stock
outstanding as of August 13, 1997.

<PAGE>

TRANSIT GROUP, INC.  AND SUBSIDIARY
FORM 10-QSB

INDEX
-----

PART I.	FINANCIAL INFORMATION	                     			Page Number

Item 1 - Financial Statements

		Consolidated Balance Sheets
   as of June 30, 1997 and December 31, 1996 . . . . . . . .2

		Consolidated Statements of Operations for the three
   and six months ended June 30, 1997 and 1996 . . . . . . .3

		Consolidated Statements of Cash Flows for the six months 
   ended June 30, 1997 and 1996 . . . . . . . . . . . . . . 4

		Notes to Consolidated Financial Statements. . . . . . . . 5


		Item 2
		Management's Discussion and Analysis of Financial 
   Condition and Results of Operations. . . . . . . . . . . 8

PART II.	OTHER INFORMATION. . . . . . . . . . . . . . . . .11

		Item 4
		Submission of Matters to a Vote of Security Holders

		Item 6  
		Exhibits and Reports on Form 8-K

<PAGE>			
<TABLE>
<CAPTION>
TRANSIT GROUP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

                                                       	    	June 30,        	 	 	December 31, 
                                                               1997                   1996                                   
                                                        ----------------     ----------------   
                                                        	 	(Unaudited) 	 	 	 
<S>                                                     <C>                  <C>
ASSETS 	 	 	 	 	 

Current assets: 	 	 	 	 	 
  Cash                                                 	$       	10,013   	 	$ 	       6,455    
  Other current assets 	 	                                      274,017  	 	 	        27,231  
                                                        ----------------     ----------------
         Total current assets 	                                	284,030  	 	 	        33,686  
                                                        ----------------     ----------------
 	 	 	 	 	 
Long-term assets: 	 	 	 	 	 
  Equipment, at net book value                                 	 	3,649  	 	 	         4,828  
  Other assets 	                                                	51,681  	 	 	       -- 
  Net long-term assets from discontinued operations        	 	4,793,921 	 	 	      5,781,602  
                                                        ----------------     ----------------
         Total long-term assets 	                            	4,849,251  	 	 	     5,786,430  
                                                        ----------------     ----------------
 	 	 	 	 	 
         Total assets                                  	$    	5,133,281  	  	$ 	   5,820,116  
                                                        ================     ================
 	 	 	 	 	 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)  	 	 	 	 	 

Current liabilities: 	 	 	 	 	 
  Accounts payable                                     	$ 	      96,322   	 	$ 	     -- 
  Net current liabilities from discontinued operations 	    	10,872,714  	 	 	     3,807,445  
                                                        ----------------     ----------------
         Total current liabilities 	                        	10,969,036  	 	 	     3,807,445
                                                        ----------------     ----------------

Commitments and contingencies 	 	 	 	 	 

Stockholders' equity (deficit): 	 	 	 	 	 
  Preferred stock, $.01 par value, 800,000 shares
    authorized,none issued and outstanding at June 30, 
    1997, 420,000 issued and outstanding at 
    December 31,1996, liquidation preference 
    $10,500,000.                                             	 	--       	 	 	         4,200  
  Common stock, $.01 par value, 30,000,000 shares
    authorized, 11,494,780 shares issued and 
    outstanding at June 30, 1997 and 3,758,671 
    December 31, 1996.                                      	 	 114,948  	 	 	        37,586  
  Additional paid-in capital                              	 	27,688,307  	 	 	    21,386,455  
  Deficit                                                	 	(33,639,010) 	 	 	   (19,415,570) 
                                                         ---------------     ----------------
         Total stockholders' equity (deficit) 	 	            (5,835,755)    	      2,012,671  
                                                         ---------------     ----------------
 	 	     Total liabilities and stockholders'
           equity (deficit)                             	$   	5,133,281   	 	$ 	   5,820,116  
                                                         ===============     ================
</TABLE>
  Read accompanying notes.

2

<PAGE>
<TABLE>
<CAPTION>
TRANSIT GROUP,  INC. AND  SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

                                               	 Three months ended June 30,      	             Six months ended June 30, 
                                              ---------------------------------             ---------------------------------
                                             	 	 1997 	           	     1996 	 	               1997 	 	               1996    
                                           ----------------        ----------------      ----------------       ----------------
<S>                                        <C>                     <C>                   <C>                    <C>
Revenue 	                                  $       	-- 	           $ 	      -- 	          $ 	     -- 	           $ 	     -- 
 	 	 	 	 	 	 	 	 
Administrative expense                          	 	174,658            	 	   59,205  	 	          268,066  	             233,863  
                                           ----------------        -----------------     ----------------       ----------------
 	 	 	 	 	 	 	 	 
  Loss from continuing operations	               	(174,658)             	 	(59,205) 		          (268,066) 	 	          (233,863) 

Discontinued operations: 	 	 	 	 	 	 	 	 
  Loss from discontinued operations 	 	         (3,678,986)            	 	(667,600)	 	        (6,114,408) 	 	        (1,082,711) 

  Estimated loss on disposal including
  provision for operating losses through 	 	 	 	 	 	 	 	 
  disposal date                               	 (7,455,966)              	 	-- 	 	            (7,455,966) 	 	           -- 
                                            ---------------         ---------------      ----------------       ----------------
 	 	 	 	 	 	 	 	 
Net loss 	 	                                   (11,309,610) 	            	(726,805) 	 	      (13,838,440) 		         (1,316,574) 

Preferred stock dividend requirement 	 	          (192,500) 	 	            (65,624) 		          (385,000) 	 	          (159,029) 
                                            ---------------         ---------------      ----------------       ----------------
 	 	 	 	 	 	 	 	 
Loss to common shareholders                	$ 	(11,502,110)        	$    	(792,429) 	    $   (14,223,440) 	     $  	 (1,475,603) 
                                            ===============         ===============      ================       ================
 	 	 	 	 	 	 	 	 
Loss per common share: 	 	 	 	 	 	 	 	 
   Continuing operations                    $       	(0.06) 	       $ 	      (0.03) 	    $ 	       (0.13) 	     $	        (0.10) 
   Discontinued operations: 	 	 	 	 	 	 	 	 
     Loss from discontinued operations            	 	(0.61)               	 	(0.18) 		             (1.25) 	 	             (0.29) 
     Estimated loss on disposal 	 	                  (1.23)                	-- 	 	                 (1.52) 	 	            -- 
                                            ---------------         ---------------      ----------------       ----------------
 	 	 	 	 	 	 	 	 
         Total                             	$       	(1.90)        	$       	(0.21) 	    $ 	       (2.90) 	     $ 	       (0.39) 
                                            ===============         ===============      ================       ================
 	 	 	 	 	 	 	 	 
Weighted average number of common 	 	 	 	 	 	 	 	 
  shares outstanding 	 	                         6,047,738 	            	3,758,671 	 	         4,909,528  		          3,758,671  
                                            ===============         ===============      ================        ===============

</TABLE>
Read accompanying notes.

3

<PAGE>
<TABLE>
<CAPTION>
TRANSIT GROUP, INC. AND  SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash 
(Unaudited)

								  
                                                    	 	         Six Months Ended June 30, 
                                                          ------------------------------------
                                            	             	    1997 	   	 	           1996        
                                                          --------------         ------------- 
<S>                                                       <C>                    <C>
Cash flows (used in) provided by operating activities: 	 	 	 	 	 
  Net loss from continuing operations 	                   $   	(268,066) 	 	     $	   (233,863) 
    Adjustments to reconcile net loss to cash 	 	 	 	 	 
      (used in) provided by operating activities: 	 	 	 	 	 
        Depreciation and amortization                          	 	1,179    	 	 	         1,110  
    Changes in assets and liabilities: 	 	 	 	 	 
      Increase in other current assets 	 	                     (246,786)	 	            (26,516) 
      Increase in other assets                               	 	(51,681) 	 	 	         -- 
      Increase in accounts payable 	                            	96,322  	 	 	         -- 
                                                          --------------         --------------
          Total adjustments 	 	                                (200,966) 	 	 	         (25,406) 
                                                          --------------         --------------
          Net cash used in continuing operations 	            	(469,032) 	 	 	        (259,269) 
                                                          --------------         --------------
          Net cash (used in) 
            discontinued operations                       	 	(2,263,764) 	 	 	         258,081  
                                                          --------------         --------------
              Net cash (used in) operating activities 	     	(2,732,796) 	 	 	           1,188    
                                                          --------------         --------------
 	 	 	 	 	 
Cash flows for investing activities: 	 	 	 	 	 
  Proceeds from disposal of equipment 	 	                       198,555  	 	 	           4,500  
  Purchase of equipment 	 	                                     (98,848) 	 	 	        (226,337) 
                                                          --------------         --------------
               Net cash (used in) provided
                by investing activities 	 	                      99,707 	 	 	         (221,837) 
                                                          --------------         --------------
 	 	 	 	 	 
Cash flows from financing activities: 	 	 	 	 	 
  Proceeds from issuance of preferred stock                  	 	-- 	 	 	             4,500,000
  Proceeds from issuance of common stock                   	 	6,375,014  	 	 	         -- 
  Dividends paid on preferred stock 	                         	(666,750) 	 	 	        (175,000) 
  Repayment of long-term debt                               	 	(541,744) 	 	 	      (3,349,943) 
  Conversion of debentures                                  	 	(300,000) 	 	 	         -- 
  Principal payments under capital lease obligations          	(492,816) 	 	 	        (341,677) 
  Repayment of short-term debt                            	 	(4,258,700) 	 	 	      (2,058,689) 
  Increase in short-term borrowings                        	 	2,945,600  	 	 	       2,022,378
  Decrease in bank overdraft 	 	                               (423,957) 	 		         (374,044) 
                                                           -------------         --------------   
               Net cash provided by financing activities 	   	2,636,647  	 	 	         223,025  
                                                           -------------         --------------
 	 	 	 	 	 
Increase (decrease) in cash 	                                  	  3,558 	 	 	         --
Cash, beginning of period 	                                     	 6,455  	 	 	         --  
                                                           -------------         --------------
Cash, end of period 	                                      $    	10,013  	 	     $     --
                                                           =============         ==============
 	 	 	 	 	 
Supplemental cash flow data 	 	 	 	 	 
  Cash paid during the period for interest 
    in discontinued operations 	                           $ 	  311,302  	 	     $ 	   354,699  
                                                           =============         ==============
 	 	 	 	 	 
Supplemental schedule of noncash investing and 	 	 	 	 	 
  financing activities in discontinued operations 	 	 	 	 	 
    Capital lease and notes payable obligations 	 	 	 	 	 
      incurred for new vehicles and equipment 	            $   	212,896  		      $ 	    68,033  
                                                           =============         ==============
                          					
</TABLE>

Read accompanying notes.

4

<PAGE>
TRANSIT GROUP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements

The information presented herein as of June 30, 1997, and for
the three and six months ended June 30, 1997 and 1996, is
unaudited.  The December 31, 1996, balance sheet data was
derived from audited financial statements, but does not include
all disclosures required by generally accepted accounting
principles.

1.  Basis of Presentation
-------------------------

Transit Group, Inc.'s ("the Company") consolidated balance 
sheet as of June 30, 1997, its consolidated statements of 
operations for the three and six month periods ended June 30, 
1997 and its consolidated statement of cash flows for the six 
month period ended June 30, 1997 present the consolidated 
financial position, results of operations and cash flows 
of the Company reflecting the disposal
of the parcel delivery and courier operations (see Note 4).  The
Company's consolidated balance sheet as of December 31, 1996,
its consolidated statements of operations for the three and six
month periods ended June 30, 1996 and its consolidated statement
of cash flows for the six month period ended June 30, 1996 have
been restated to reflect the disposal of such businesses.

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 1996 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.  Such adjustments
consisted of normal recurring items except for adjustments
recorded pursuant to APB 30 (see Note 4).  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-QSB and do not contain certain information
included in the annual consolidated financial statements and
notes of the Company.

Corporate Name Change
---------------------

The Company formerly known as General Parcel Service, Inc.
changed its name to Transit Group, Inc. effective June 30, 1997.
 This name change reflects the new strategic direction of the
Company as it concentrates its operations in the truckload motor
carrier industry.

Net Loss per Common Shares
--------------------------

Net loss applicable to common shares is based on the weighted
average number of shares outstanding during the periods
reported. Any assumption of conversion of common stock
equivalents, such as options and warrants, is anti-dilutive and
has not been considered in determining net loss per share or the
weighted average number of shares outstanding.

3.  Common Stock Sales
----------------------

On May 2, 1997, the Company's Chairman, the Company's President
and Chief Executive Officer, certain affiliates of the Company's
Chairman and another individual subscribed to purchase 3,387,187
shares of restricted common stock for cash, cancellation of debt
and assumption of debt in the amount of approximately $5.9
million. In June 1997, warrants were exercised to purchase
25,000 shares of common stock for $62,500.

5

3.  Preferred Stock
-------------------

The holders of the Company's outstanding preferred stock elected
to convert their preferred stock and accrued dividends to common
stock on June 30, 1997.  The Company issued 4,323,922 shares of
common stock upon the conversion.

4.  Discontinued Operations
---------------------------

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 a portion of such
businesses.  It is expected that substantially all property and
equipment and certain capital  and operating lease obligations
will be assumed by the buyer.  The Company anticipates that the
disposal will be substantially completed as of September 1,
1997.  

Revenues attributable to the discontinued businesses were
$9,778,792 and $11,383,993 for the six months ended June 30,
1997 and 1996, respectively.  The Company has recorded a
provision for losses during the phase-out period of
approximately $800,000.  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.

The loss from discontinued operations has been reflected as an
APB No. 30 disposal of a segment.  The December 31, 1996
consolidated balance sheet, the consolidated statements of
operations for the three and six month periods ended June 30,
1996 and the consolidated statement of cash flows for the six
month period ended June 30, 1996 have been restated to
separately reflect the financial position, results of operations
and cash flows of the discontinued parcel delivery and courier
businesses.  

5.  Business Combinations
-------------------------

In May 1997, the Company executed letters of intent to acquire
four privately-held trucking companies in separate transactions.
The four companies have combined annual revenues of
approximately $100 million and are expected to be purchased by
the Company for cash and stock.  Management believes that the
aggregate purchase price of the four transactions will be
between $47 to $50 million.  

On July 11, 1997, the Company consummated the first of its
announced acquisitions by acquiring Carolina Pacific
Distributors, Inc. ("Carolina Pacific"), a privately-held North
Carolina corporation, and the business and related assets
operated by the owners of Carolina Pacific.  Pursuant to the
Stock Purchase Agreement executed at closing (the "Agreement"),
Transit Group purchased all of the outstanding capital stock of
Carolina Pacific and the business and related assets operated
and owned by the shareholders of Carolina Pacific for a purchase
price of approximately $11.3 million consisting of $3.7 million

6

in cash at closing, issuance of 1,733,000 shares of common stock
of the Company to the shareholders of Carolina Pacific and
assumption of approximately $0.6 million of debt. 

Carolina Pacific, which has been in business for more than 20
years, is a truckload carrier based in Highpoint, North Carolina.

The following unaudited pro forma combined results of operations
of the Company for the three and six months ended June 30, 1997
and 1996 account for the acquisition as if it had occurred on
January 1, 1997 and 1996, respectively.  The pro forma results
give effect to the amortization of goodwill, the effects of
additional interest expense and certain other adjustments.

<TABLE>
<CAPTION>
   Unaudited Pro Forma Combined Results of Operations
For the Three and Six Months Ended June 30, 1997 and 1996
---------------------------------------------------------
                                                	 Three months ended June 30, 	               Six months ended June 30, 
                                             -------------------------------------       -----------------------------------
                                       	 	 	 	   1997	 	                 1996 	 	            1997 	 	              1996 
                                           ----------------        ----------------    ----------------     ----------------- 
<S> 	                                      <C>                     <C>                 <C>                  <C>	 	 	 	 	 	 	 	 
 	Revenues 	                               $ 	   3,178,870  	      $ 	   3,776,590  	  $ 	   6,222,397  	   $	     7,464,568  

 	Income (loss) from continuing operations     	 	(143,397) 	             	(46,818) 	 	         65,704  	 	           16,449  

 	Discontinued operations: 	 	 	 	 	 	 	 	 
	   Loss from discontinued operations 	 	       (3,678,896) 		            (667,600) 	 	     (6,114,408) 	 	       (1,082,711) 

    Estimated loss on disposal including  	 	 	 	 	 	 	 	 
    provision for operating losses through 	 	 	 	 	 	 	 	 
	   disposal date 	                            	(7,455,966)              	 	-- 	 	          (7,455,966) 	 	          -- 
                                            ---------------        ----------------     ---------------     -----------------
 	 	 	 	 	 	 	 	 	 
 	Net loss 	                                  	(11,278,259)            	 	(714,418) 	 	    (13,504,670) 		        (1,066,262) 

 	Preferred stock dividend requirement 	 	        (192,500) 	 	            (65,624)	 	        (385,000) 	 	         (159,029) 
                                            ---------------        ----------------     ---------------     -----------------
 	 	 	 	 	 	 	 	 	 
 	Loss to common shareholders 	             $ 	(11,470,759) 	      $ 	    (780,042) 	   $  (13,889,670) 	   $ 	   (1,225,291) 
                                            ===============        ================     ===============     =================
 	 	 	 	 	 	 	 	 	 
 	Loss per common share: 	 	 	 	 	 	 	 	 
	   Continuing operations 	                 $ 	      (0.04) 	      $ 	       (0.02) 	   $ 	      (0.05) 	   $	         (0.02) 
	   Discontinued operations: 	 	 	 	 	 	 	 	 
      Loss from discontinued operations 	 	          (0.47) 	 	              (0.12) 		           (0.92) 	 	            (0.20) 
      Estimated loss on disposal 	 	                 (0.96) 	 	             -- 	 	               (1.12) 		           -- 
                                            ---------------        ----------------     ---------------     -----------------
 	 	 	 	 	 	 	 	 	 
 	         Total 	                          $ 	      (1.47) 	      $ 	       (0.14) 	   $ 	      (2.09) 	   $ 	        (0.22) 
                                            ===============        ================     ===============     =================

 	Weighted average number of shares 	 	          7,780,738  	 	          5,491,671 		        6,642,528  	 	        5,491,671 
                                            ===============        ================     ===============     =================  
</TABLE>

The above pro forma statements do not purport to be indicative
of the results of operations which would have occurred had the
acquisition been made on January 1, 1997 or 1996.

7

TRANSIT GROUP, INC. AND SUBSIDIARY
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 June
30, 1997, the Company had accumulated a deficit from operating
losses of $32,300,206.  As of June 30, 1997, the Company had
raised $27,803,255 from (i) private placements of preferred
stock, (ii) its initial public offering of November 2, 1989 and
(iii) the sale of restricted and unrestricted common shares and
has paid dividends on its preferred stock of approximately
$1,338,804.  As a result of equity placements, dividends on
preferred stock and cumulative losses, the stockholders' deficit
as of June 30, 1997, was $5,835,755.   

In May 1997, the Company executed letters of intent to acquire
four privately-held trucking companies in separate transactions.
On July 11, 1997, the Company purchased Carolina Pacific
Distributors, Inc. ("Carolina Pacific") and the business and
related assets operated by the owners of Carolina Pacific
(see Note 5).  The three remaining companies have combined 
annual revenues of approximately $90 million and are expected 
to be purchased by the Company for cash and stock.  Management 
believes that the aggregate purchase price of the three 
transactions will be between $36 to $39 million.

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 letter of intent to sell the
unprofitable	 parcel delivery operations to Western Parcel
Express and expects this sale to close in September 1997. 
Management is currently negotiating for the sale of the
courier operation and expects to complete this sale in September
1997. 

8

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.

Relying on Equity Sales to or Loans from Major Shareholders. 
------------------------------------------------------------
The Company's Chairman, the Company's President and Chief
Executive Officer, certain affiliates of the Company's Chairman
and  another individual subscribed to purchase approximately
3.4 million shares of restricted common stock in May 1997
for cash, cancellation of debt and assumption of debt in the 		
amount of  approximately $5.9 million. In July 1997, the
Company's Chairman loaned the Company $4 million to
consummate the acquisition of Carolina Pacific Distributors, Inc.

Obtaining Bank Financing.
-------------------------
Management is negotiating new lines
of bank financing to provide  working capital financing and
financing for acquisition of additional truckload motor
carriers.  

Financial Condition
-------------------

As of June 30, 1997, the Company has treated its parcel delivery
operations and courier operations as discontinued operations. 
The Company's outstanding vehicle and equipment indebtedness and
certain operating  leases will either be assumed by the
companies purchasing the operations or will be paid with
proceeds from the sale.

Results of Operations - Three and six months ended 
June 30, 1997 versus three and six months ended June 30, 1996
-------------------------------------------------------------

At June 30, 1997, the Company had no revenues from continuing
operations.  The Company plans to satisfy its cash requirements
for the next 12 months through revenues generated by companies
acquired by the Company, such as Carolina Pacific, or companies
to be acquired by the Company.  The Company is negotiating new
lines of bank financing to provide working capital.  If
necessary, the Company will raise additional capital through the
issuance of restricted stock.  Revenues from continuing 
operations commenced on July 11, 1997 with the purchase of Carolina Pacific 
and are expected to increase with the anticipated acquisition
of the three additional companies with which it has executed
letters of intent.

The Company incurred corporate administration expenses for the
three months ended June 30, 1997 of $174,658 as compared to
$59,205 for the three months ended June 30, 1996.  For the six
months ended June 30, 1997, the Company incurred administration
expenses of $268,066 as compared to $233,863 for the six months
ended June 30, 1996.  These increases are attributable the
reorganization to a holding company format and the opening of new
corporate office in Atlanta. 

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 with Western Parcel Express for the
sale of a portion of such businesses.  It is expected that
substantially all property and equipment and certain capital and

9

operating lease obligations will be assumed by the buyer.  The
Company anticipates that the disposal will be substantially
completed in September 1997.  

Revenues attributable to the discontinued businesses were
$9,778,792 and $11,383,993 for the six months ended June 30,
1997 and 1996, respectively.  The Company has recorded a
provision for losses during the phase-out period of
approximately $800,000.  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.

10

TRANSIT GROUP, INC. AND SUBSIDIARY
Part II - Other Information

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

	At its Annual Meeting on June 26, 1997, the Company's
Shareholders:

a) ratified by a vote of 3,475,054 for, 11,100 against and 100
abstaining, the appointment by the Board of Directors of Price 
Waterhouse LLP as independent accountants for the fiscal year 
ending December 31, 1997, and

b) elected by a vote of 3,468,054 for and 19,055 withheld, the
following four directors:

 T. Wayne Davis	Chairman of the Board	of Directors

	Philip A. Belyew	Director, President and		
   Chief Executive Officer

	Derek E. Dewan 	Director				

	John B. Ellis		Director				


Item 6 - Exhibits and Reports on Form 8-K

	Reports on Form 8-K:

The Company filed a Form 8-K dated July 11, 1997 reporting that
The Company's Chairman, its President and Chief Executive Officer, certain
affiliates of the Company's Chairman and other persons subscribed to 
purchase approximately 3.4 million shares of restricted common stock 
in May 1997 for cash, cancellation of debt and assumption of 
debt in the amount of approximately $5.9 million. 

The Company filed a Form 8-K dated July 11, 1997 reporting that
it had consummated the acquisition of  Carolina Pacific Distributors, Inc.
("Carolina Pacific"), a North Carolina corporation and the business 
and related assets operated by the owners of Carolina Pacific.  
Pursuant to the Stock Purchase Agreement executed at closing 
(the "Agreement"), Transit Group purchased all of the
outstanding capital stock of Carolina Pacific and the
business and related assets operated and owned by the 
shareholders of Carolina Pacific for a purchase price of
approximately $ 11.3 million. The purchase price was paid 
with the payment of $3.7 million in cash at 
closing, the issuance of 1,733,000 shares of common stock of 
Transit Group to the shareholders of Carolina Pacific and 
assumption of debt of approximately $0.6 million. 

11

	Exhibits:

Exhibit 4 - Instruments defining the Rights of Security
holders

4.1    Specimen Stock Certificate (incorporated by
reference from Exhibit 4.1 to the Registrant's Form S-18, 
Registration No. 33-30123A).

4.2    Warrant granting stock purchase warrants to J. Ray
Gatlin (incorporated by reference from Exhibit 4.2 to the
Registrant's Form S-18, Registration No. 33-30123A).

4.3    Warrant granting stock purchase rights to T. Wayne
Davis (incorporated by reference from Exhibit 4.3 to
Registrant's Form S-18, Registration No. 33-30123A).

4.4    Warrant granting stock purchase rights to T. Wayne
Davis (incorporated by reference from Exhibit 4.4 to
Registrant's Form S-18, Registration No. 33-30123A).

4.5    Warrant granting stock purchase rights to Drue B.
Linton (incorporated by reference from Exhibit 4.5 to
Registrant's Form S-18, Registration No. 33-30123A).

4.6    Warrant granting stock purchase rights to Steven C.
Koegler (incorporated by reference from Exhibit 4.7 to
Registrant's Form S-18, Registration No. 33-30123A).

4.7    Warrant granting stock purchase rights to J. Ray
Gatlin (incorporated by reference from Exhibit 4.8 to
Registrant's Form S-18, Registration No. 33-30123A).

4.8    Form of Warrant issued (incorporated by reference
from Exhibit 4.9 to Registrant's Form S-18, Registration No. 33-30123A).

4.9    Form of Warrant Agreement between the Company and
American Transtech, Inc., as Warrant Agent (incorporated by
reference from Exhibit 4.10 to Registrant's Form S-18, 			
Registration No. 33-30123A).

4.10  Preferred Stock Purchase Agreement and specimen stock
certificate between the Company and T. Wayne Davis
(incorporated by reference from Exhibit Z to 
Registrant's 1993 Form 8-K, Registration No. 33-30123A).

						
Exhibit 10 - Material Contracts

10.1  Incentive Stock Option Plan (incorporated by
reference from Exhibit 10.2 to Registrant's 
Form S-18, Registration No. 33-30123A).

10.2  Lease Agreement governing GPS's lease of its terminal
in Jacksonville, Florida dated November 12, 1986, between
GPS and Lakepoint Joint Venture, (incorporated by
reference from Exhibit 10.9 to Registrant's Form S-18,
Registration No. 33-30123A).

12

10.3  First Amendment to Lease Agreement governing GPS's
lease of its terminal in Jacksonville, Florida dated
December 8, 1988, between GPS and Lakepoint Joint Venture,
(incorporated by reference from Exhibit 10.10 to Registrant's
Form S-18, Registration No. 33-30123A).

10.4   Lease Agreement governing GPS's terminal in
Gainesville, Florida, dated June 25, 1990, between GPS and
W. Marvin Gresham (incorporated by reference from Exhibit B to  
Registrant's 1990 Form 10-K, Registration No. 33-30123A).

10.5  Lease Agreement governing GPS's terminal in Riviera
Beach, Florida, dated July 9, 1990, between GPS and Gary,
Sands, McClosky-Bills, Partnership (incorporated by 			 
reference from Exhibit D to Registrant's 1990 Form 10-K,
Registration No. 33-30123A).

10.6  Lease Agreement governing GPS's terminal in
Tallahassee, Florida, dated December 19, 1991,
between GPS and Barnett Bank of Tallahassee, (incorporated by
reference from Exhibit A to Registrant's 1991 Form 10-K,
Registration No. 33-30123A).

10.7  Lease Agreement governing GPS's terminal in
Rockledge, Florida, dated October 21, 1991,
	between GPS and Robert Carl Cook and Sara E. Cook,
(incorporated by reference from Exhibit B to Registrant's
1991 Form 10-K, Registration No. 33-30123A).

10.8  Lease Agreement governing GPS's terminal in Ft.
Lauderdale, Florida,  dated  December 18, 1991, between GPS
and C. E. Pickering Investments, Inc., (incorporated by 			
reference from Exhibit D to Registrant's 1991 Form 10-K,
Registration No. 33-30123A).

10.9  Lease Agreement governing GPS's terminal in Orlando,
Florida, dated December 20, 1992, 	between GPS and
Michel  Kurban (incorporated by reference from Exhibit B to  			
Registrant's 1992 10-KSB, Registration No. 33-30123A).

10.10 Lease Agreement governing GPS's terminal in Fort
Myers, Florida, dated  February 25, 1993, 	between
GPS and C.S.L. & G. Development, Ltd. (incorporated by reference
from Exhibit D to Registrant's 1992 10-KSB,
Registration No. 33-30123A).

10.11 Lease Agreement governing GPS's terminal in Medley,
Florida, dated March 16, 1993, between GPS and
Gran Central Corporation (incorporated by reference from Exhibit
E to Registrant's 1992 10-KSB, Registration No.
33-30123A).

10.12 Employment Agreement between the Company and Gayle
Smith, dated April 5, 1993, (incorporated by reference from
Exhibit A to Registrant's 1993 10-KSB, Registration No 		 
33-30123A).

10.13 Lease Agreement governing GPS's terminal in College
Park, Georgia. dated August 23, 1993, between GPS and
General Cinema Beverages of Georgia, Inc. (incorporated by 			 
reference from Exhibit E to the Registrant's 1993 Form 10-KSB,
Registration No. 33-30123A).

13

10.14 Lease Agreement governing
GPS's terminal in Tifton, Georgia, dated October 7, 1993,
between GPS and National Foods, Inc. (incorporated by reference
from Exhibit G to Registrant's 1993 10-KSB, Registration No.
33-30123A).  

10.15 	Lease agreement governing GPS's terminal
in Milton, Florida, dated June 30, 1994,  between GPS and Scott
Steel, Inc. (incorporated by reference from Exhibit B to
Registrant's 1994 10-KSB, Registration No. 33-30123A)  

10.16 	Lease agreement governing GPS's terminal
in Greensboro, North Carolina, dated December 31,  1995,
between GPS and Koury Corporation, (incorporated by reference
from Exhibit 10.3 to Registrant's 1995 10-KSB,  Registration 
No. 33-30123A).  

10.17 	Lease Agreement governing GPS's terminal
in Columbia, South Carolina dated May 31, 1996 between GPS and
Angoria Columbia Enterprises. (incorporated by reference from
Exhibit 10.1 to Registrant's June 30, 1996 10-QSB, Registration
No. 33-30123A).  

10.18 	Assignment of Lease Agreement governing
GPS's terminal in Greensboro, North Carolina dated June 13, 1996
between GPS, ABF Freight System, Inc.,  Bob G. Gibson and Defco
Company (incorporated by reference from Exhibit 10.2 to
Registrant's June 30, 1996 10-QSB, Registration No. 33-30123A).  

10.19 	Lease Agreement governing GPS's terminal
in Asheville, North Carolina dated July 8, 1996 between GPS and
J. C. Swicegood, Jr. (incorporated by  reference from Exhibit
10.4 to Registrant's June 30, 1996 10-QSB,  Registration No.
33-30123A).  

10.20 	Lease Agreement governing GPS's terminal
in Charlotte, North Carolina dated July 30, 1996 between GPS and
Lincoln National Life Insurance Company (incorporated by
reference from Exhibit 10.7 to Registrant's June 30, 1996
10-QSB, Registration No. 33-30123A).  

10.21 	Lease Agreement governing GPS's terminal
in Charleston, South Carolina dated July 9, 1996 between GPS and
J. P. Gaillard, ET AL. (incorporated by reference from Exhibit
10.8 to Registrant's June 30, 1996 10-QSB, Registration No.
33-30123A).  

10.22 	Lease Agreement governing GPS's terminal
in Tampa, Florida dated November 30,  1994 and amended on
January 26, 1996 and February 19, 1996 between GPS and Scott 
Steel, Inc. (incorporated by reference from Exhibit 10.1 to
Registrant's September 30, 1996 10-QSB, Registration No.
33-30123A).  

14

10.23 	Purchase Agreement governing purchase by
GPS Acquisition Corp. from Transit Express of Charlotte, Inc. of
certain assets, dated February 6, 1995 (incorporated by
reference from Exhibit 10.5 to Registrant's 1995 10-KSB,
Registration No. 33-30123A).  

10.24  	Resignation agreement dated December 20,
1996 between GPS, E. Hoke Smith, Jr., and T. Wayne Davis as
guarantor (incorporated by reference from Exhibit 10.31 to
Registrant's 1996 10-KSB, Registration No. 33-30123A).  

Exhibit 11 - Statement re:  Computation of Per Share
Earnings.                      Page 5,  Note 1

Exhibit 27 - Financial Data Schedule

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:  August 14, 1997   

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