<PAGE>   1



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 - FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999

                                       or

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 - For the transition period from_________________
         to _____________________

         
                       Commission File Number:    0-22276

                              ALLIED HOLDINGS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            GEORGIA                                         58-0360550
--------------------------------------------------------------------------------
(State or other jurisdiction of                 (I.R.S. Employer Identification
incorporation or organization)                          Number)

            SUITE 200, 160 CLAIREMONT AVENUE, DECATUR, GEORGIA 30030
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (404) 373-4285
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


--------------------------------------------------------------------------------
        (Former name, former address and former fiscal year, if changed
                               since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No



Outstanding common stock, No par value at May 3, 1999..................7,964,097



                TOTAL NUMBER OF PAGES INCLUDED IN THIS REPORT: 16


                                       1
<PAGE>   2

                                      INDEX

                                     PART I

                              FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                                                 PAGE
<S>      <C>                                                                                     <C>
ITEM 1:       FINANCIAL STATEMENTS

         Consolidated Balance Sheets as of  March 31, 1999 and
           December 31, 1998....................................................................   3

         Consolidated Statements of Operations for the Three
           Month Periods Ended March 31, 1999 and 1998..........................................   4

         Consolidated Statements of Cash Flows for the Three
           Month Periods Ended March 31, 1999 and 1998..........................................   5

         Notes to Consolidated Financial Statements.............................................   6


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

                                     PART II

                                OTHER INFORMATION

ITEM 6

         Exhibits and Reports on Form 8-K.......................................................  15
         Signature Pages........................................................................  16
</TABLE>



                                       2

<PAGE>   3


PART 1 FINANCIAL INFORMATION
ITEM I FINANCIAL STATEMENTS

                     ALLIED HOLDINGS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)
<TABLE>
<CAPTION>
                                                                             March 31        December 31
                                                                               1999              1998
                                                                             ---------       ------------
                                                                            (Unaudited)
<S>                                                                          <C>             <C>
                                  ASSETS
CURRENT ASSETS:
          Cash and cash equivalents                                          $  20,720         $  21,977
          Short-term investments                                                25,357            23,323
          Receivables, net of allowance for doubtful accounts                  120,094           103,968
          Inventories                                                            7,882             6,788
          Deferred tax assets                                                   20,775            20,773
          Prepayments and other current assets                                  23,091            18,930
                                                                             ---------         ---------
                  Total current assets                                         217,919           195,759
                                                                             ---------         ---------
PROPERTY AND EQUIPMENT, NET                                                    296,506           297,530
                                                                             ---------         ---------
OTHER ASSETS:
          Goodwill, net                                                         94,108            94,677
          Other                                                                 33,079            33,761
                                                                             ---------         ---------
                  Total other assets                                           127,187           128,338
                                                                             ---------         ---------
                  Total assets                                               $ 641,612         $ 621,627
                                                                             =========         =========

         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
          Current maturities of long-term debt                               $   2,168         $   2,746
          Trade accounts payable                                                34,491            42,196
          Accrued liabilities                                                  102,813           100,788
                                                                             ---------         ---------
                         Total current liabilities                             139,472           145,730
                                                                             ---------         ---------
LONG-TERM DEBT, less current maturities                                        321,664           291,096
                                                                             ---------         ---------
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS                                     11,085            11,165
                                                                             ---------         ---------
DEFERRED INCOME TAXES                                                           38,046            39,953
                                                                             ---------         ---------
OTHER LONG-TERM LIABILITIES                                                     71,638            70,830
                                                                             ---------         ---------
STOCKHOLDERS' EQUITY:
          Common stock, no par value; 20,000 shares authorized, 7,964
                  and 7,878 shares outstanding at March 31,
                  1999 and December 31, 1998, respectively                           0                 0
          Additional paid-in capital                                            46,085            44,854
          Retained earnings                                                     21,349            25,354
          Cumulative other comprehensive income, net of tax                     (5,429)           (6,115)
          Unearned compensation                                                 (2,298)           (1,240)
                                                                             ---------         ---------
                  Total stockholders' equity                                    59,707            62,853
                                                                             ---------         ---------
                  Total liabilities and stockholders' equity                 $ 641,612         $ 621,627
                                                                             =========         =========
</TABLE>



The accompanying notes are an integral part of these consolidated balance
sheets.

                                        3


<PAGE>   4




                     ALLIED HOLDINGS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in Thousands, Except Per Share Data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      For the Three Months Ended
                                                               March 31
                                                     ---------------------------
                                                        1999              1998
                                                        ----              ----

<S>                                                  <C>               <C>
REVENUES                                             $ 261,249         $ 253,390
                                                     ---------         ---------

OPERATING EXPENSES:
     Salaries, wages and fringe benefits               144,645           137,619
     Operating supplies and expenses                    44,781            42,740
     Purchased transportation                           25,282            27,535
     Insurance and claims                               13,617             9,442
     Operating taxes and licenses                       10,716             9,998
     Depreciation and amortization                      14,015            12,925
     Rents                                               2,622             2,351
     Communications and utilities                        2,230             2,315
     Other operating expenses                            3,311             1,678
                                                     ---------         ---------
              Total operating expenses                 261,219           246,603
                                                     ---------         ---------
              Operating income                              30             6,787
                                                     ---------         ---------
OTHER INCOME (EXPENSE):
     Interest expense                                   (7,409)           (6,022)
     Interest income                                       291               456
                                                     ---------         ---------
                                                        (7,118)           (5,566)
                                                     ---------         ---------
(LOSS) INCOME BEFORE INCOME TAXES                       (7,088)            1,221

INCOME TAX BENEFIT (PROVISION)                           3,083              (531)
                                                     ---------         ---------
NET (LOSS) INCOME                                    $  (4,005)        $     690
                                                     =========         =========
PER COMMON SHARE - BASIC AND DILUTED                 $   (0.51)        $    0.09
                                                     =========         =========
COMMON SHARES OUTSTANDING - BASIC AND DILUTED            7,790             7,746
                                                     =========         =========
</TABLE>


  The accompanying notes are an integral part of these consolidated statements.


                                        4

<PAGE>   5

                     ALLIED HOLDINGS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                              For the Three Months Ended
                                                                                        March 31
                                                                              ---------------------------
                                                                                 1999              1998
                                                                              ---------         ---------
<S>                                                                           <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Not (loss) income                                                        ($  4,005)        $     690
                                                                              ---------         ---------
     Adjustments to reconcile net (loss) income to
      net cash used in operating activities:
              Depreciation and amortization                                      14,015            12,925
              (Gain) loss on sale of property and equipment                         (51)               37
              Deferred income taxes                                              (2,424)               76
              Compensation expense related to stock options and grants              146                46
              Equity in loss of joint venture                                     1,466               122
              Change in operating assets and liabilities:
                  Receivables, net of allowance for doubtful accounts           (15,885)          (11,973)
                  Inventories                                                    (1,076)             (574)
                  Prepayments and other current assets                           (4,123)           (1,949)
                  Trade accounts payable                                         (7,799)           (2,431)
                  Accrued liabilities                                             2,724               360
                                                                              ---------         ---------
                             Total adjustments                                  (13,007)           (3,361)
                                                                              ---------         ---------
                             Net cash used in operating activities              (17,012)           (2,671)
                                                                              ---------         ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of property and equipment                                        (11,531)           (6,396)
     Proceeds from sale of property and equipment                                   146               115
     Investment in joint venture                                                      0           (11,920)
     Increase in short-term investments                                          (2,034)           (2,715)
     Decrease (increase) in the cash surrender value of life insurance              193              (620)
                                                                              ---------         ---------
                             Net cash used in investing activities              (13,226)          (21,536)
                                                                              ---------         ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of long-term debt, net                               29,990            18,269
     Proceeds from exercise of stock options                                         27                24
     Other, net                                                                  (1,062)              (98)
                                                                              ---------         ---------
                             Net cash provided by financing activities           28,955            18,195
                                                                              ---------         ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH
     AND CASH EQUIVALENTS                                                            26               (66)
NET DECREASE IN CASH AND CASH EQUIVALENTS                                        (1,257)           (6,078)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                   21,977            10,530
                                                                              ---------         ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                    $  20,720         $   4,452
                                                                              =========         =========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

                                        5




<PAGE>   6
                     ALLIED HOLDINGS, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)


Note 1.  Basis of Presentation

         The unaudited consolidated financial statements included herein have
         been prepared pursuant to the rules and regulations of the Securities
         and Exchange Commission. Accordingly, they do not include all of the
         information and footnotes required by generally accepted accounting
         principles for complete financial statements. The statements contained
         herein reflect all adjustments, all of which are of a normal, recurring
         nature, which are, in the opinion of management, necessary to present
         fairly the financial condition, results of operations and cash flows
         for the periods presented. Operating results for the three month period
         ended March 31, 1999 are not necessarily indicative of the results that
         may be expected for the year ended December 31, 1999. The interim
         financial statements should be read in conjunction with the financial
         statements and notes thereto of Allied Holdings, Inc. and Subsidiaries,
         (the "Company") included in the Company's 1998 Annual Report on Form
         10-K.

Note 2.  Long-Term Debt

         On September 30, 1997, the Company issued $150 million of 8 5/8 %
         senior notes (the "Notes") through a private placement. Subsequently,
         the senior notes were registered with the Securities and Exchange
         Commission. The net proceeds from the Notes were used to fund the
         acquisition of Ryder Automotive Carrier Services, Inc. and RC
         Management Corp., pay related fees and expenses, and reduce outstanding
         indebtedness. The Company's obligations under the Notes are guaranteed
         by substantially all of the subsidiaries of the Company (the
         "Guarantors"). Separate financial statements of the Guarantors are not
         provided herein as (i) the Guarantors are jointly and severally liable
         for the Company's obligations under the Notes, (ii) the subsidiaries
         which are not Guarantors are inconsequential to the consolidated
         operations of the Company and its subsidiaries and (iii) the net assets
         and earnings of the Guarantors are substantially equivalent to the net
         assets and earnings of the consolidated entity as reflected in these
         consolidated financial statements. There are no restrictions on the
         ability of the Guarantors to make distributions to the Company.

Note 3.  Comprehensive Income

         The Company had a comprehensive loss of $3.3 million for the first
         quarter 1999 versus comprehensive income of $1.1 million for the first
         quarter of 1998. The difference between comprehensive income and net
         income is the foreign currency translation adjustment, net of income
         taxes.


                                       6
<PAGE>   7


Note 4.  Accounting for Derivative Instruments and Hedging Activities

         In June 1998, the Financial Accounting Standards Board issued SFAS No.
         133, "Accounting for Derivative Instruments and Hedging Activities."
         The Statement establishes accounting and reporting standards requiring
         that every derivative instrument (including certain derivative
         instruments embedded in other contracts) be recorded in the balance
         sheet as either an asset or liability measured at its fair value. The
         Statement requires that changes in the derivative's fair value be
         recognized currently in earnings unless specific hedge accounting
         criteria are met. Special accounting for qualifying hedges allows a
         derivative's gains and losses to offset related results on the hedged
         item in the income statement, and requires that a company must formally
         document, designate, and assess the effectiveness of transactions that
         receive hedge accounting.

         This statement is effective for fiscal quarters beginning after June
         15, 1999 on a prospective basis. The Company will adopt this
         statement in the third quarter of 1999. The Company does not believe
         the adoption will have a material impact on its financial position or
         results of operations.

Note 5.  Segment Reporting

         The Company operates in one reportable industry segment: transporting
         automobiles and light trucks from manufacturing plants, ports,
         auctions, and railway distribution points to automotive dealerships.
         Geographic financial information for the first quarter of 1999 and 1998
         follows (in thousands):

<TABLE>
<CAPTION>
                                     1999            1998
                                   --------        --------

         <S>                       <C>             <C>
         Revenues:
         United States             $217,914        $207,578
         Canada                      43,335          45,812
                                   --------        --------
                                   $261,249        $253,390
                                   ========        ========

         Long-lived assets:
         United States             $349,958        $339,191
         Canada                      73,735          76,473
                                   --------        --------
                                   $423,693        $415,664
                                   ========        ========
</TABLE>

         Revenues are attributed to the respective countries based on the
         location of the origination terminal.

Note 6.  Reclassifications

         Certain amounts in the prior year financial statements have been
         reclassified to conform with the current year presentation.



                                       7
<PAGE>   8

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

RESULTS OF OPERATIONS

         Revenues were $261.3 million for the first quarter of 1999 versus
         revenues of $253.4 million for the first quarter of 1998, an increase
         of 3 %. The increase in revenues during the quarter is attributable to
         increased vehicle deliveries because of higher new vehicle production
         and sales.

         The Company experienced a net loss of $4.0 million in the first quarter
         of 1999 versus net income of $0.7 million in the first quarter of
         1998. Basic and diluted loss per share for the first quarter of 1999
         were $0.51 versus basic and diluted earnings per share of $0.09 in the
         first quarter of 1998. Results for the first quarter of 1999 were
         impacted by a decline in load averages, severe winter weather, and a
         deterioration in the Brazilian economy.

         The Company experienced a significant increase in the percentage of
         vehicles delivered that were light trucks as well as an overall
         increase in the size and weight of most vehicles delivered. During
         the first quarter of 1999, light truck production in the US and
         Canada increased approximately 200,000 units while car production
         increased approximately 30,000 units. Due to regulations on tractor
         and trailer length, height, width, and maximum weight capacity, this
         change in mix resulted in the number of vehicles delivered per load
         in the first quarter of 1999 being approximately 5 percent lower than
         the first quarter of 1998. The change in mix negatively impacts
         operating results as revenue is realized on a per vehicle basis, thus
         the Company's revenue per load decreased. The Company estimates that
         operating income for the first quarter was reduced by approximately
         $5 million as a result of this load average decline. The Company
         recorded a loss of approximately $1.5 million from its Brazilian
         joint venture in the first quarter of 1999. The loss resulted from a
         significant reduction in new vehicle sales as the Brazilian economy
         deteriorated because of the currency devaluation. In addition,
         operating results in the United States and Canada during the first
         quarter of 1999 were impacted by the severe winter weather, causing
         significant operating inefficiencies as well as substantial snow
         removal costs. The Company estimates the weather reduced operating
         income in the first quarter of 1999 by approximately $2 million.

         The following is a discussion of the changes in the Company's major
         expense categories:

         Salaries, wages and fringe benefits increased from 54.3 % of revenues
         in the first quarter of 1998 to 55.4 % of revenues for the first
         quarter of 1999. The increase was primarily due to annual salary and
         benefit increases together with the inefficiencies resulting from the
         decline in load averages offset by continued productivity and
         efficiency improvements.

         Operating supplies and expenses increased from 16.9 % of revenues in
         the first quarter of 1998 to 17.1 % of revenues for the first quarter
         of 1999. The increase was primarily due to the inefficiencies from
         decreased load averages offset by lower fuel prices.



                                       8
<PAGE>   9

         Purchased transportation expense decreased from 10.9 % of revenues in
         the first quarter of 1998 to 9.7 % of revenues for the first quarter of
         1999. The decrease during the first quarter was primarily due to the
         decrease in the mix of loads hauled by owner-operators versus company
         drivers. The number of owner-operators year-to-year was similar, thus
         the additional loads hauled were delivered by company drivers.

         Insurance and claims expense increased from 3.7 % of revenues in the
         first quarter of 1998 to 5.2 % of revenues for the first quarter of
         1999. The increase during the first quarter was primarily due to an
         increase in the frequency of damage claims primarily as a result of the
         Company hauling larger size vehicles.

         Depreciation and amortization expense increased from 5.1 % of revenues
         in the first quarter of 1998 to 5.4 % for the first quarter of 1999.
         The increase was primarily due to additional depreciation expense from
         the Company's capital expenditures during 1998.

         Other Operating expenses increased from 0.7 % of revenues in the first
         quarter of 1998 to 1.3 % for the first quarter of 1999. The increase
         was primarily due to the Company recording a loss of approximately $1.5
         million from its Brazilian joint venture.

         Interest expense as a percentage of revenues increased from 2.4 %
         during the first quarter of 1998 to 2.8 % in the first quarter of 1999.
         The increase was primarily because of higher long-term debt levels in
         1999 versus 1998.


FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES


         Net cash used by operating activities totaled $17.0 million for the
         three months ended March 31, 1999 versus $2.7 million for the three
         months ended March 31, 1998. The increase in cash used by operating
         activities was primarily due to the reduction in earnings during the
         first quarter of 1999 together with a larger than normal seasonal
         increase in accounts receivable. A greater percentage of the quarterly
         revenues were generated in March which caused an increase in the
         quarter-end accounts receivable balance.

         Net cash used in investing activities totaled $13.2 million for the
         three months ended March 31, 1999 versus $21.5 million for the same
         period in 1998. The decrease was primarily due to the investment in
         Axis Do Brazil in February 1998. Capital expenditures totaled $11.5
         million for the first quarter of 1999, versus $6.4 million for the same
         period in 1998. The increase was primarily due to planned levelized
         capital expenditures throughout 1999 versus capital expenditures in
         1998 that were weighted to the second half of the year.

         Net cash provided by financing activities totaled $29.0 million for the
         three months ended March 31, 1999 versus $18.2 million for the three
         months ended March 31, 1998. The



                                       9
<PAGE>   10

         increase was primarily due to seasonal borrowings required to finance
         operating activities to be offset by additional seasonally stronger
         operating cash flows during the balance of the year.

DISCLOSURES ABOUT MARKET RISKS

         The market risk inherent in the Company's market risk sensitive
         instruments and positions is the potential loss arising from adverse
         changes in short-term investment prices, interest rates, fuel prices,
         and foreign currency exchange rates.

         SHORT-TERM INVESTMENTS - The Company does not use derivative financial
         instruments in its investment portfolio. The Company places its
         investments in instruments that meet high credit quality standards, as
         specified in the Company's investment policy guidelines. The policy
         also limits the amount of credit exposure to any one issue, issuer, and
         type of instrument. Short-term investments at March 31, 1999, which are
         recorded at fair value of $25.4 million, have exposure to price risk.
         This risk is estimated as the potential loss in fair value resulting
         from a hypothetical 10% adverse change in quoted prices and amounts to
         $2.5 million.

         INTEREST RATES - The Company primarily issues long-term debt
         obligations to support general corporate purposes including capital
         expenditures and working capital needs. The majority of the Company's
         long-term debt obligations bear a fixed rate of interest. A one
         percentage point increase in interest rates affecting the Company's
         floating rate long-term debt would reduce pre-tax income by $1.0
         million over the next fiscal year. A one percentage point change in
         interest rates would not have a material effect on the fair value of
         the Company's fixed rate long-term debt.

         FUEL PRICES - The Company is dependent on diesel fuel to operate its
         fleet of rigs. Diesel fuel prices are subject to fluctuations due to
         unpredictable factors such as weather, government policies, changes in
         global demand, and global production. To reduce price risk caused by
         market fluctuations, the Company generally follows a policy of hedging
         a portion of its anticipated diesel fuel consumption. The instruments
         used are principally readily marketable exchange traded futures
         contracts which are designated as hedges. The changes in market value
         of such contracts have a high correlation to the price changes of
         diesel fuel. Gains and losses resulting from fuel hedging transactions
         are recognized when the underlying fuel being hedged is used. A 10%
         increase in diesel fuel prices would reduce pre-tax income by $3.9
         million over the next fiscal year.

         FOREIGN CURRENCY EXCHANGE RATES - Although the majority of the
         Company's operations are in the United States, the Company does have
         foreign subsidiaries (primarily Canada). The net investments in foreign
         subsidiaries translated into dollars using exchange rates at March 31,
         1999, are $79.5 million. The potential loss in fair value impacting
         other comprehensive income resulting from a hypothetical 10% change in
         quoted foreign currency exchange rates amounts to $8.0 million. The
         Company does not use derivative financial instruments to hedge its
         exposure to changes in foreign currency exchange rates.



                                       10
<PAGE>   11

YEAR 2000

         Year 2000 ("Y2K" or "Year 2000") issues are being addressed by the
         Company. The Company, like most other major companies, is currently
         addressing a universal problem commonly referred to as "Year 2000
         Compliance," which relates to the ability of computer programs and
         systems to properly recognize and process date sensitive information
         before and after January 1, 2000. The following discussion is based on
         information currently available to the Company.

         The Company has analyzed and continues to analyze its internal
         information technology ("IT") systems ("IT systems") to identify any
         computer programs that are not Year 2000 compliant and implement any
         changes required to make such systems Year 2000 compliant. The Company
         believes that its critical IT systems currently are capable of
         functioning without substantial Year 2000 Compliance problems. Of the
         non-critical, but important, IT systems that are not currently Year
         2000 compliant, the Company believes such IT systems will be Year 2000
         capable in a time frame that will avoid any material adverse effect on
         the Company. Also, the Company does not believe that the expenditures
         related to replacing or upgrading any of its IT systems to make them
         Year 2000 compliant will have a material adverse effect on the
         financial condition or results of operations of the Company. The
         Company has evaluated its critical equipment and critical systems that
         contain embedded software, ("Non-IT systems"), and the Company believes
         that all of its critical Non-IT systems are capable of functioning
         without substantial Year 2000 Compliance problems.

         The Company has engaged a leading computer consulting services firm to
         lead the Year 2000 remediation and testing process. The Company is also
         investigating each of its significant vendors, suppliers, financial
         service organizations, service providers and customers to confirm that
         the Company's operations will not be materially adversely affected by
         the failure of any such third party to have Year 2000 compliant
         computer programs. Regardless of the responses that the Company
         receives from such third parties, the Company is establishing
         contingency plans to reduce the Company's exposure resulting from the
         non-compliance of third parties.

         The Company has approached the Year 2000 project in phases. Phase I of
         the project involved identification of all software used by the
         Company, identification of all significant vendors, and establishment
         of a senior management committee to oversee the project. Phase I was
         completed in the third calendar quarter of 1998. Phase II of the
         project involves (a) evaluation of each significant vendor and
         evaluation of major customers through letters and questionnaires (b)
         communication with customers concerning any products currently or
         recently sold by the Company that have Year 2000 issues, and (c)
         evaluating the Company's most reasonably likely worst case Year 2000
         scenarios and contingency planning related thereto. Phase II was
         completed in the first calendar quarter of 1999. Phase III involves
         testing of the Company's IT systems and Non-IT systems to confirm Year
         2000 compliance and/or discover any overlooked Year 2000 problems.
         Phase III has commenced and should be completed in the third calendar
         quarter of 1999. Last, Phase IV involves implementation of the
         Company's contingency plans. Such plans are expected to be implemented
         in the third calendar quarter of 1999.



                                       11
<PAGE>   12

         The Company has material relationships with third parties whose failure
         to be Year 2000 compliant could have materially adverse impacts on the
         Company's business, operations or financial condition in the future.
         Third parties that are considered to be in this category for Y2K
         purposes include critically important customers, suppliers, vendors and
         public entities such as government regulatory agencies, utilities,
         financial entities and others.

         The Company derives most of its net operating revenues from the
         transportation of new and used automobiles and light trucks for all
         major domestic and foreign automotive manufacturers. The Company has
         made Y2K awareness information available to all customers and has asked
         each customer to advise the Company of their plans for reaching Y2K
         readiness. The Company has also contacted the customers to inquire
         about actions being taken with respect to third parties. Further action
         may be taken by the Company as it deems appropriate in particular
         cases.

         The Company classifies as critical those suppliers of products or
         services that, if interrupted, would materially disrupt the Company's
         ability to conduct operations. The Company expect reviews of these
         products and service providers to be completed by the third quarter of
         1999.

         In the first calendar quarter of 1999, the Company began the planning
         and implementation of a Y2K program involving interaction with and
         assessment of public entities such as government regulatory agencies,
         utilities, financial entities and others.

         The Company is preparing contingency plans relating specifically to
         identified Y2K risks, and cost estimates relating to these plans are
         being developed. The Company began training designated employees in Y2K
         contingency planning matters during the first calendar quarter of 1999,
         and anticipates completion of the Y2K contingency plans during the
         third calendar quarter of 1999. Contingency plans may include
         establishing alternative means of communicating with employees at
         terminal locations and with customers, and other appropriate measures.
         Once developed, Y2K contingency plans and related cost estimates will
         be continually refined as additional information becomes available.

         While the Company currently believes that it will be able to modify or
         replace its affected systems in time to minimize any significant
         detrimental effects on its operations, failure to do so, or the failure
         of customers or other third parties to modify or replace their affected
         systems, could have materially adverse impacts on the Company's
         business, operations or financial condition in the future. There can be
         no guarantee that such impacts will not occur. In particular, because
         of the interdependent nature of business systems, the Company could be
         materially adversely affected if private businesses, utilities and
         governmental entities with which it does business or that provide
         essential products or services are not Year 2000 compliant. Reasonably
         likely consequences of failure by the Company or third parties to
         resolve the Y2K problem include, among other things, temporary
         slowdowns or cessation's of delivery operations at one or more



                                       12
<PAGE>   13

         Company terminals, or delays in the delivery of vehicles. However, the
         Company believes that its Y2K readiness program, including related
         contingency planning, should significantly reduce the possibility of
         significant interruptions of normal operations.

         As of March 31, 1999, the Company's total incremental costs (historical
         plus estimated future costs) of addressing Y2K issues are estimated to
         be in the range of $3.5 million, of which approximately $2.5 million
         has been incurred. The Company believes that approximately 30% of the
         costs expected to be incurred in 1999 will be internal costs, including
         compensation and benefits of employees assigned primarily to Y2K
         procedures. Internal costs addressing Y2K issues during 1998 were not
         material. These costs are being funded through operating cash flow.
         These amounts do not include: (i) any costs associated with the
         implementation of contingency plans, which are in the process of being
         developed, or (ii) costs associated with replacements of computerized
         systems or equipment in cases where replacement was not accelerated due
         to Y2K issues.

         Implementation of the Company's Y2K plan is an ongoing process.
         Consequently, the above described estimates of costs and completion
         dates for the various components of the plan are subject to change.

         The preceding discussion on Y2K contains various forward-looking
         statements which represent the Company's beliefs or expectations
         regarding future events. When used in the Y2K discussion, the words
         "believes," "expects," "estimates" and similar expressions are intended
         to identify forward-looking statements. Forward-looking statements
         include, without limitation, the Company's expectations as to when it
         will complete the remediation and testing phases of its Y2K procedures
         as well as its Y2K contingency plans; its estimated cost of achieving
         Y2K readiness; and the Company's belief that its internal systems and
         equipment will be Year 2000 ready in a timely manner. All
         forward-looking statements involve a number of risks and uncertainties
         that could cause the actual results to differ materially from the
         projected results. Factors that may cause these differences include,
         but are not limited to, the availability of qualified personnel and
         other information technology resources; the ability to identify and
         remediate all date sensitive lines of computer code or to replace
         embedded computer chips in affected systems or equipment; and the
         actions of governmental agencies or other third parties with respect to
         Y2K problems.

         The Company does not currently believe that any of the foregoing will
         have a material adverse effect on its financial condition or its
         results of operations. However, the process of evaluating the Company's
         third party vendors and their systems is ongoing. Although not
         expected, failures of critical suppliers, critical customers, critical
         IT systems or critical Non-IT systems could have a material adverse
         effect on the Company's financial condition or results of operations.
         As widely publicized, Year 2000 Compliance has many issues and aspects,
         not all of which the Company is able to accurately forecast or predict.
         There is no way to assure that Year 2000 Compliance will not have
         adverse effects on the Company, some of which could be material.




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<PAGE>   14

         SEASONALITY AND INFLATION

         The Company's revenues are seasonal, with the second and fourth
         quarters generally experiencing higher revenues than the first and
         third quarters. The volume of vehicles shipped during the second and
         fourth quarters is generally higher due to the introduction of new
         models which are shipped to dealers during those periods and the higher
         spring and early summer sales of automobiles and light trucks. During
         the first and third quarters, vehicle shipments typically decline due
         to lower sales volume during those periods and scheduled plant shut
         downs. Inflation has not significantly affected the Company's results
         of operations.


         CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

         Statements in this quarterly report on Form 10-Q contains
         forward-looking statements, including statements regarding, among other
         items, (i) the Company's plans, intentions or expectations, (ii)
         general industry trends, competitive conditions and customer
         preferences, (iii) the Company's management information systems, and
         its ability to resolve any Year 2000 issues related thereto (iv) the
         Company's efforts to reduce costs, (v) the adequacy of the Company's
         sources of cash to finance its current and future operations and (vi)
         resolution of litigation without material adverse effect on the
         Company. This notice is intended to take advantage of the "safe harbor"
         provided by the Private Securities Litigation Reform Act of 1995 with
         respect to such forward-looking statements. These forward-looking
         statements involve a number of risks and uncertainties. Among others,
         factors that could cause actual results to differ materially are the
         following: economic recessions or downturns in new vehicle production
         or sales; the highly competitive nature of the automotive distribution
         industry; dependence on the automotive industry; loss or reduction of
         revenues generated by the Company's major customers; the variability of
         quarterly results and seasonality of the automotive distribution
         industry; labor disputes involving the Company or its significant
         customers; the dependence on key personnel who have been hired or
         retained by the Company; the availability of strategic acquisitions or
         joint venture partners; changes in regulatory requirements which are
         applicable to the Company's business; changes in vehicle sizes and
         weights which may adversely impact vehicle deliveries per load; risks
         associated with doing business in foreign countries; problems related
         to information technology systems and computations that must be made by
         the Company or its customers and vendors in 1999, 2000 or beyond; and
         the risk factors listed herein from time to time in the Company's
         Securities and Exchange Commission reports, including but not limited
         to, its Annual Reports on Form 10-K or 10 Q.





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ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits: Exhibit 27.

         (b)      Reports on Form 8-K: There were no reports filed on Form 8-K
                  for the quarter ended March 31, 1999.

































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SIGNATURES


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.

                                         Allied Holdings, Inc.



May 12, 1999                             /s/A. Mitchell Poole, Jr.
------------                             ------------------------------------
   (Date)                                A. Mitchell Poole, Jr.
                                         on behalf of Registrant as
                                         President, Chief Operating Officer,
                                         and Assistant Secretary




May 12, 1999                             /s/Daniel H. Popky
------------                             ------------------------------------
   (Date)                                Daniel H. Popky
                                         on behalf of Registrant as
                                         Senior Vice President, Finance
                                         and Chief Financial Officer
                                         Chief Financial Officer and





















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