FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   (Mark One)
    [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                 For the fiscal quarter ended     June 30, 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:     0-2882
                                                   ------

                             ESCO TRANSPORTATION CO.
                             -----------------------
             (Exact name of registrant as specified in its charter)

               DELAWARE                              55-0257510
     ------------------------------     -----------------------------------
    (State or other jurisdiction of     (I.R.S. Employer Identification no.)
     incorporation or organization)

                6505 HOMESTEAD
                HOUSTON, TEXAS                          77028
     --------------------------------------            -------
    (Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code:  (713) 635-1008
                                                     ---------------

          Securities registered pursuant to Section 12 (b) of the Act:

                                      NONE

          Securities registered pursuant to Section 12 (g) of the Act:
                     Common Stock $ .001 par value per share
                     ---------------------------------------

                                 Title of class
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.  Yes  X     No.
                                             ---        ---

Indicate  the  number  of  shares outstanding of each of the issuer's classes of
common  stock,  as  of  the  close  of  the  period  covered  by  this  report.

     Common Stock, $ .001 Par Value                      14,179,112
     ------------------------------                      ----------
                (Class)                      (Outstanding as of June 30, 1999)

The  aggregate  market  value  of  the voting stock held by nonaffiliates of the
Registrant  on  June  30,  1999  was  approximately  $  4,117,612.

<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

PART  I     FINANCIAL  INFORMATION


Item 1.                     Financial Statements                      Page
                                                                     ------

<S>      <C>                                                         <C>
         Balance Sheets for the Three Months Ended June 30,
         1999 (unaudited) and for the Year Ended December 31, 1998        3
         (audited)

         Statements of Income for the Three Months Ended
         June 30, 1999 (unaudited)  and 1998 (unaudited)                  4

         Statements of Stockholders' Equity for the Three Months
         Ended June 30, 1999 (unaudited)
                                                                          5
         Statements of Cash Flows for the Three Months Ended
         June 30, 1999 (unaudited) and 1998 (unaudited)                   6

         Notes to the Financial Statements (unaudited)               7 - 11

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                             12

PART II  OTHER INFORMATION

Item 1.  Recent Developments in Legal Proceedings                        16

Item 2.  Changes in Securities                                           16

Item 3.  Defaults upon Senior Securities                                 16

Item 4.  Submission of Matters to a Vote of Security Holders             16

Item 5.  Other Information                                               16

Item 6.  Exhibits and Reports in Form 8-K                                16

         Signatures                                                      17
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
PART  I     FINANCIAL  INFORMATION

Item 1.

ESCO  TRANSPORTATION  CO.
Balance  Sheets


                                                              June 30, 1999    December 31, 1998
                                                             ---------------  -------------------
ASSETS                                                         (Unaudited)         (Audited)
<S>                                                          <C>              <C>
CURRENT ASSETS:
  Cash and Cash Equivalents                                  $      (37,025)  $           25,833
  Accounts Receivable, Net of Allowance for
       Bad Debts of $472,253 in 1998 and
       $402,495 in 1999                                           4,689,317            5,755,857
  Truck Maintenance Supplies                                        136,951              106,058
  Notes Receivable - Stockholders                                   726,210               51,293
  Prepaid Expenses - Current                                        224,217              158,337
  Other Current Assets                                              245,587              128,697
                                                             ---------------  -------------------
            TOTAL CURRENT ASSETS                                  5,985,257            6,226,075
                                                             ---------------  -------------------

PROPERTY AND EQUIPMENT
  Property and Equipment                                         10,675,017           10,904,274
  Less Accumulated Depreciation                                  (3,300,715)          (2,785,694)
                                                             ---------------  -------------------
                                                                  7,374,302            8,118,580
                                                             ---------------  -------------------

OTHER ASSETS
  Prepaid Insurance - Net of Current Portion                              0               64,500
  Other Assets - Non Current                                        133,946              133,090
                                                             ---------------  -------------------
                                                                    133,946              197,590
                                                             ---------------  -------------------

TOTAL ASSETS                                                 $   13,493,505   $       14,542,245
                                                             ===============  ===================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable - Trade                                   $      729,634   $          756,895
  Accrued and Other Liabilities                                     799,577              313,893
  Amounts Due Factor                                              5,364,675            6,434,481
  Current Portion of Long-Term Debt                               1,855,975            1,860,814
                                                             ---------------  -------------------
            TOTAL CURRENT LIABILITIES                             8,749,861            9,366,083
                                                             ---------------  -------------------

LONG-TERM DEBT - NET OF CURRENT PORTION                           3,931,328            4,978,916

DEFERRED INCOME TAXES                                                     0                    0

COMMITMENTS                                                               0                    0

STOCKHOLDERS' EQUITY
  Common Stock, $.0001 Par Value; 35,000,000
       Shares Authorized; 14,179,112 and 12,527,612 Shares
       Issued and Outstanding in 1999 and 1998                        1,561                1,569
  Additional Paid-In Capital                                      1,592,515              931,906
  Retained Earnings (Deficit)                                      (236,275)            (318,844)
                                                             ---------------  -------------------
                                                                  1,357,801              614,631
  Less Note Receivable from Stockholders                           (523,481)            (413,385)
  Less Treasury Stock, At Cost                                      (22,004)              (4,000)
                                                             ---------------  -------------------
            TOTAL STOCKHOLDERS' EQUITY                              812,316              197,246
                                                             ---------------  -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $   13,493,505   $       14,542,245
                                                             ===============  ===================
</TABLE>

                                        3
<PAGE>
<TABLE>
<CAPTION>
ESCO  TRANSPORTATION  CO.
Statements  of  Income
For the Three and Six Months Ended
 June 30, 1999 and 1998

                                                   FOR THE THREE MONTHS         FOR THE SIX MONTHS
                                                       ENDED JUNE 30               ENDED JUNE 30
                                                    1999          1998          1999          1998
                                                ------------  ------------  ------------  ------------
                                                 (Unaudited)  (Unaudited)   (Unaudited)   (Unaudited)
<S>                                             <C>           <C>           <C>           <C>
REVENUE:
  Freight Revenue                               $ 8,455,025   $ 6,731,585   $15,577,866   $12,642,345
  Oil and Gas Revenue                                   963         1,116         2,134         2,580
                                                ------------  ------------  ------------  ------------
       TOTAL REVENUE                              8,455,988     6,732,701    15,580,000    12,644,925
                                                ------------  ------------  ------------  ------------

EXPENSES:
  Cost of Freight Revenue                         5,914,582     4,857,425    10,776,020     9,047,124
  General Administrative Expenses                 1,678,890     1,285,575     3,391,490     2,581,667
  Depreciation and Depletion                        368,400       338,888       733,313       676,797
                                                ------------  ------------  ------------  ------------
       TOTAL EXPENSES                             7,961,872     6,481,888    14,900,823    12,305,588
                                                ------------  ------------  ------------  ------------
       OPERATING INCOME                             494,116       250,813       679,177       339,337

OTHER INCOME (EXPENSE)
  Interest Income                                     9,837         1,733        12,990         1,741
  Other Income                                        6,289         8,700        15,016        11,700
  Interest Expense                                 (339,163)     (344,703)     (668,858)     (622,996)
  Gain (Loss) on Sale of Assets                      51,237        80,125        44,244        80,275
                                                ------------  ------------  ------------  ------------
                                                   (271,800)     (254,145)     (596,608)     (529,280)
                                                ------------  ------------  ------------  ------------
       NET INC. (LOSS) BEFORE TAXES                 222,316        (3,332)       82,569      (189,943)

  Income Tax                                              0             0             0             0
                                                ------------  ------------  ------------  ------------

       NET INCOME (LOSS)                        $   222,316   $    (3,332)  $    82,569   $  (189,943)
                                                ============  ============  ============  ============

  Net Income (Loss) Per Share                   $     0.016   $    (0.000)  $     0.006   $    (0.015)
                                                ============  ============  ============  ============

Weighted Average Number of Shares Outstanding    14,179,112    12,511,678    13,682,013    12,494,739
</TABLE>

                                        4
<PAGE>
<TABLE>
<CAPTION>
ESCO  TRANSPORTATION  CO.
Statement  of  Stockholders'  Equity
For the Six Months Ended June 30, 1999 (Unaudited)

                                                                                                     Note
                                                               Additional   Retained               Receivable
                                                                 Paid-In    Earnings    Treasury     From
                                              Common Stock       Capital    (Deficit)    Stock     Shareholder   Total
                                           -------------------  ----------  ----------  ---------  ----------  ----------
                                             Shares     Amount
                                           ----------  -------
<S>                                        <C>         <C>      <C>         <C>         <C>        <C>         <C>
Balance at December 31, 1998               12,527,612  $1,569   $  931,906  $(318,844)  $ (4,000)  $(413,385)  $ 197,246
Correction                                          0    (174)         174          0          0           0           0
Acquisition                                   100,000      10       39,990          0          0           0      40,000
Stock Issued Under Management Incentive     1,425,000     143      569,858          0          0           0     570,001
Advances to Stockholder - Stock Purchase            0       0            0          0          0    (110,096)   (110,096)
Employee Stock Bonus                          126,500      13       50,587          0          0           0      50,600
Purchase of Treasury Stock                          0       0            0          0    (18,004)          0     (18,004)
Net Income (Loss)                                   0       0            0     82,569          0           0      82,569
                                           ----------  -------  ----------  ----------  ---------  ----------  ----------
Balance at June 30, 1999                   14,179,112  $1,561   $1,592,515  $(236,275)  $(22,004)  $(523,481)  $ 812,316
                                           ==========  =======  ==========  ==========  =========  ==========  ==========
</TABLE>

                                        5
<PAGE>
<TABLE>
<CAPTION>
ESCO  TRANSPORTATION  CO.
Statements  of  Cash  Flows
For the Six Months Ended June 30, 1999 and 1998


                                                           1999          1998
                                                       ------------  ------------
                                                        (Unaudited)  (Unaudited)
<S>                                                    <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Cash Provided by Operating Activities            $ 1,093,232   $ 1,457,427

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of Property and Equipment                      (136,194)      (44,228)
  Proceeds from Sale of Property and Equipment             270,547       220,903
  Stockholder Advance                                     (220,012)     (198,301)
  Purchase Non-Compete  Agreement                                0      (135,560)
                                                       ------------  ------------
  Net Cash Used in Investing Activities                    (85,659)     (157,186)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net Payments on Short-Term Debt                                0       (70,319)
  Net Payments on Long-Term Debt                        (1,093,650)   (1,100,676)
  Proceeds from Capital Leases                              53,934             0
  Payments on Capital Leases                               (12,711)            0
  Purchase Treasury Stock                                  (18,004)            0
                                                       ------------  ------------
Net Cash Provided (Used) by Financing Activities        (1,070,431)   (1,170,995)
                                                       ------------  ------------
Net Increase in Cash and Cash Equivalents                  (62,858)      129,246

CASH AND CASH EQUIVALENTS, AT BEGINNING OF YEAR             25,833        22,678
                                                       ------------  ------------
CASH AND CASH EQUIVALENTS, AT END OF PERIOD            $   (37,025)  $   151,924
                                                       ============  ============
Non Cash Transactions:
  Stock issued to acquire business                     $    40,000   $    21,000
  Stock issued under management incentive agreements       570,001             0
  Stock issued to Employees                                 50,600        47,439
                                                       ------------  ------------
      Total Non-Cash Transactions                      $   660,601   $    68,439
                                                       ============  ============
</TABLE>

                                        6
<PAGE>
ITEM  1.     Financial  Statements  (Continued)

ESCO  TRANSPORTATION  CO.
Notes  to  the  Financial  Statements
June  30,  1999  (Unaudited)


Note  1  -  Interim  Financial  Statements
------------------------------------------

The accompanying unaudited financial statements of ESCO Transportation Co., (the
"Company")  have  been  prepared  pursuant  to  the rules and regulations of the
Securities  and  Exchange  Commission.  Certain  information  and  footnote
disclosures normally included in annual financial statements have been condensed
or  omitted  pursuant  to  those  rules  and  regulations.  However, the Company
believes  the  disclosures contained herein are adequate to make the information
presented  not  misleading.  The financial statements reflect, in the opinion of
management,  all  material  adjustments  (which  include  only  normal recurring
adjustments)  necessary  to  present fairly the Company's financial position and
results  of  operations.

Note  2  -  Organization
------------------------

The Company was incorporated under the name of Power Oil Company in 1916 in West
Virginia.  In  1992,  the  Company was reincorporated as a Delaware corporation.
The  Company  changed  its  name from "Power Oil Company to "ESCO Transportation
Co."  in  1994.

ESCO  Transportation  maintains  two  divisions  with  distinct  transportation
services  offered  by  each.  The  Company's Intermodal division primarily hauls
container  and  piggyback  shipments between shipping locations and railroads or
ports.  This  division  operates  out  of facilities in Houston, Texas; Ontario,
California;  Memphis,  Tennessee; and Dallas, Texas.  The Company also maintains
an  Over-The-Road  division  that  performs  long  haul  services  for  numerous
customers  within  the  United  States.  The  main  office  for this division is
located  in  Springdale, Arkansas.  The Company's corporate office is located in
Houston,  Texas.

Note  3  -  Summary  of  Significant  Accounting  Policies
----------------------------------------------------------

A.   Basis  of  Accounting
     ---------------------

     Income and expenses are recorded on the accrual  method of  accounting  for
     financial and federal income tax reporting purposes.

B.   Use  of  Estimates
     ------------------

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect reported amounts and related  disclosures.  Actual
     results  could differ from these  estimates.  Management  believes that the
     estimates are reasonable.

C.   Revenue  Recognition
     --------------------

     Revenue and direct costs are recognized when the shipment is completed.

                                        7
<PAGE>
ITEM  1.     Financial  Statements  (Continued)

ESCO  TRANSPORTATION  CO.
Notes  to  the  Financial  Statements
June  30,  1999  (Unaudited)


Note  3  -  Summary  of  Significant  Accounting  Policies  (Continued)
-----------------------------------------------------------------------

D.   Cash  and  Cash  Equivalents
     ----------------------------

     For purposes of the  statements  of cash flows,  the Company  considers all
     cash on hand, cash in bank (demand deposits),  savings accounts,  cash held
     in brokerage  accounts and highly liquid debt instruments  purchased with a
     maturity of three months or less to be cash and cash equivalents.

E.   Property  and  Equipment
     ------------------------

     Property and  equipment  are carried at cost.  Depreciation  for  financial
     reporting  purposes has been computed on the straight-line  method over the
     estimated  useful  lives of the  assets  which  range  from three to twenty
     years.

     Accelerated   methods  of   depreciation   are  used  for   computation  of
     depreciation expense for income tax reporting purposes.

F.   Oil  and  Gas  Properties
     -------------------------

     The  Company  accounts  for its oil and  gas  exploration  and  development
     activities  using the  successful  efforts  method.  Under  this  method of
     accounting,  exploratory  drilling  costs which result in the  discovery of
     proved reserves are capitalized.  All other  exploratory  costs,  including
     geological and geophysical  costs, are expensed when incurred.  Development
     costs,  including  development of dry holes, are capitalized when incurred.
     The Company  incurred no exploration and  development  costs during the six
     months ended June 30, 1999.

     Depletion of  capitalized  costs on producing  properties  is computed on a
     property-by-property   basis  utilizing  the   unit-of-production   method.
     Depletion expense was $2,992 for 1999 and $2,988 for 1998.

     Lease   acquisition   costs  are  capitalized   when  incurred.   Leasehold
     improvements  are  recognized  through a charge to  operations if the lease
     expires or management decides to abandon the Company's interest.

     When assets are retired,  abandoned  or otherwise  disposed of, the related
     costs and accumulated  depreciation are removed from the accounts, and gain
     or loss is included in income.

                                        8
<PAGE>
ITEM  1.     Financial  Statements  (Continued)

ESCO  TRANSPORTATION  CO.
Notes  to  the  Financial  Statements
June  30,  1999  (Unaudited)


Note  3  -  Summary  of  Significant  Accounting  Policies  (Continued)
-----------------------------------------------------------------------

G.   Income  Taxes
     -------------

     The Company uses the liability  method of accounting for income taxes under
     which  deferred tax assets and  liabilities  are  recognized for deductible
     temporary  differences.  Temporary  differences are the differences between
     the  reported  amounts  of assets  and  liabilities  and  their tax  basis.
     Deferred  tax assets are  reduced by a  valuation  allowance  when,  in the
     opinion of management,  it is more likely than not that some portion or all
     of the deferred tax assets and  liabilities are adjusted for the effects of
     changes in tax laws and rates on the date of enactment.  For the six months
     ended June 30, 1999, net operating loss benefits were offset by a valuation
     allowance.

H.   Net  Income  Per  Share
     -----------------------

     Net income  per common  share is based on the  weighted  average  number of
     shares  outstanding  during the year.  The Company  declared a one-for-four
     reverse stock split in 1994.  The Company  declared a  one-for-ten  forward
     stock split in 1996.  All share and per share amounts have been adjusted to
     reflect the stock splits.

I.   Concentration  of  Credit  Risk
     -------------------------------

     Financial   instruments   that   potentially   subject   the   Company   to
     concentrations  of  credit  risk  consist  principally  of  trade  accounts
     receivable.  In the normal  course of business  the Company  grants  credit
     without  collateral to customers.  Consequently,  the Company's  ability to
     collect the amounts due from customers is affected by economic conditions.

J.   Fair  Value  of  Financial  Instruments
     ---------------------------------------

     The Company has a number of financial  instruments,  none of which are held
     for  trading  purposes.  The Company  estimates  that the fair value of all
     financial  instruments at June 30, 1999 does not differ materially from the
     aggregate  carrying  values of its  financial  instruments  recorded in the
     accompanying  balance  sheet.  The  estimated  fair value amounts have been
     determined  by  the  Company  using   available   market   information  and
     appropriate valuation methodologies.  Considerable judgement is necessarily
     required  in  interpreting  market data to develop  the  estimates  of fair
     value, and,  accordingly,  the estimates are not necessarily  indicative of
     the amounts that the Company could realize in the current market exchange.

                                        9
<PAGE>
ITEM  1.     Financial  Statements  (Continued)

ESCO  TRANSPORTATION  CO.
Notes  to  the  Financial  Statements
June  30,  1999  (Unaudited)


Note  4  -  Property  and  Equipment
------------------------------------

Property  and  equipment  consists  of  the  following:

<TABLE>
<CAPTION>
                                 Balance at    Balance at
        Description               6/30/99       12/31/98
------------------------------  ------------  ------------
<S>                             <C>           <C>
Land                            $   706,369   $   706,370
Buildings and Improvements           13,554        13,554
Office Equipment                    322,812       300,007
Communications Equipment            363,682       356,869
Furniture and Fixtures               30,133        30,133
Trucks, Tractors, and Trailers    8,999,379     9,099,802
Yard Equipment                      239,088       397,539
                                ------------  ------------
                                 10,675,017    10,904,274
Less Accumulated Depreciation    (3,300,715)   (2,785,694)
                                ------------  ------------
                                $ 7,374,302   $ 8,118,580
                                ============  ============
</TABLE>


Note  5  -  Long-Term  Debt  and  Financing  Arrangements
---------------------------------------------------------

Pursuant  to  a  factoring  agreement,  the  Company factors all of its accounts
receivable.  The  Company purchases all factored accounts receivable over ninety
days  old  and  the  factor withholds are reserved of 10% of the uncollected and
unrepurchased  accounts.  The  factor  has  a  security  interest  in  accounts
receivable purchased and the Company's obligation to the factor is guaranteed by
the  majority  shareholder  who  is  also  an  officer and another office of the
Company.

Due  primarily to the repurchase feature of the factoring agreement, the Company
accounts for the factored accounts receivable as a secured borrowing rather than
a  sale.  Many  receivables  are not collected within ninety days and have to be
repurchased  by  the  Company.  As of June 30, 1999, the total amount due to the
factor  is  $5,364,675.

The  following  schedule  summarizes  the  Company's  long-term debt and capital
leases.

<TABLE>
<CAPTION>
                                          Balance at
             Description                    6/30/99
----------------------------------------  -----------
<S>                                       <C>
Stockholder Notes Payable                 $         0
Notes Payable and Capital Leases Payable    5,787,303
                                          -----------
                                          $ 5,787,303
                                          ===========
</TABLE>

                                       10
<PAGE>
ITEM  1.     Financial  Statements  (Continued)

ESCO  TRANSPORTATION  CO.
Notes  to  the  Financial  Statements
June  30,  1999  (Unaudited)


Note  6  -  Segment  Information
--------------------------------

The  following  represents the 1999 segment information by each of the Company's
segments  or  groups  of  services.

<TABLE>
<CAPTION>
                                    Quarter      Quarter      Six Months    Six Months
                                     Ended        Ended         ended         ended
                                    6/30/99      6/30/98       6/30/99       6/30/98
                                  -----------  ------------  ------------  ------------
<S>                               <C>          <C>           <C>           <C>
Revenue from External Customers:
     Intermodal                   $5,124,214   $ 3,787,107   $ 9,517,224   $ 6,791,763
     Over the Road                 3,331,784     2,945,594     6,062,776     5,853,162
     Combined Revenue             $8,455,998   $ 6,732,701   $15,580,000   $12,644,925
                                  ===========  ============  ============  ============

                                    Quarter      Quarter      Six Months    Six Months
                                     Ended        Ended         ended         ended
                                    6/30/99      6/30/98       6/30/99       6/30/98
                                  -----------  ------------  ------------  ------------
Net Income:
     Intermodal                   $  228,054   $   137,978   $   232,294   $    12,093
     Over the Road                    (5,738)     (141,310)     (149,725)     (202,036)
     Combined Net Income          $  222,316   $    (3,332)  $    82,569   $  (189,943)
                                  ===========  ============  ============  ============

                                                                 6/30/99       6/30/98
                                                              -----------  ------------
Total Net Long Lived Assets:
     Intermodal                                               $6,469,451        Not
     Over the Road                                               904,851     Available
                                                              -----------
     Combined Net Assets                                      $7,374,302
                                                              ===========
</TABLE>

The  information  for  segmented  long  lived  assets is not available for 1998.

Differences  in  the  Basis  of  Segmentation
---------------------------------------------

During  the  quarter  ended  June  30,  1999,  the Company began segregating its
operations  between  the  intermodal  and  the over the road divisions.  For the
annual  report  ended  December  31,  1998,  the  Company  did not segregate its
operations  in  this  manner  and  reported  only  one  segment.

For  the  period  ended  June  30,  1999,  all  of  the Company's operations are
conducted  within  the  United  States.

                                       11
<PAGE>
ITEM  2.     Management's  Discussion  and  Analysis  or  Plan  of  Operation


OVERVIEW
--------

During  the  second quarter of 1999, the Company continued to implement numerous
changes resulting from input of the new management team.  These changes included
the  following:

a.   The addition of a new Vice  President of Operations to review  processes at
     all  locations and ensure  procedures  are in place to identify and correct
     billing errors. The new Vice President of Operations' responsibilities also
     includes  oversight  of  processes  to  improve  on-time   performance  and
     accountability of the terminal managers.

b.   The addition of a new corporate Controller to monitor day-to-day accounting
     department   operations.   The  short-term  objectives  of  the  accounting
     department  are to improve  monthly  reporting  processes and ensure proper
     cutoffs on a monthly basis. The Company has also implemented  procedures to
     forward financial data timely to the department managers,  which allows for
     timely  adjustments,  and issuing weekly reports on actual versus  budgeted
     revenue.

Management  continues to expand its opportunities for growth and signed a letter
of  intent  to  acquire  Panther  Lines,  Inc. and Value Distribution, Inc. (See
December  31,  1998  Form  10-KSB,  MD&A  Discussion  incorporated  herein  by
reference.)  Management  plans  to  continue  negotiations with investors to add
working  capital to the Company through additional debt on equity contributions.

OPERATIONS
----------

The  operating results for the second quarter resulted in an operating income of
$222,000,  which  primarily  resulted  in  a  substantial decline in accessorial
adjustments  and  increased  revenue  for  the  quarter.  Revenue  increased  by
$1,723,000 or 25% over 1998.  The net results were substantially ahead of budget
and  the  Company  will  continue to expand business opportunities to facilitate
profitability  for  the  remainder  of  1999.

Administrative  costs  for  the  second quarter decreased from the first quarter
primarily  because  of  a  decline  in  accessorial  adjustments.  Certain
administrative  costs increased, including the cost of the additional management
team  and  audit  costs  that  were  incurred  during  this  period.

During  the  second  quarter, the management team identified a new financial and
dispatch  system which will network all offices to a centralized location at the
corporate  headquarters  in  Houston,  Texas.  Management is proceeding to map a
timeline  to  implement  the  software  before  the end of 1999.  (See Year 2000
Issue.)

By the end of the second quarter, the Company began to experience improvement in
its  operations  and  see  improvement  in cash collections from the collections
manager.  The  Company  fully  intends  to continue this management strategy and
identify areas of cost containment, including evaluation of personnel needs, and
the  consideration  of  methods  in which to reduce overall administrative costs
during  the  remaining  quarters  of  1999.

                                       12
<PAGE>
ITEM  2.     Management's  Discussion  and  Analysis  or  Plan  of  Operation
(Continued)


YEAR  2000  ISSUE
-----------------

The  Year  2000 issue is the result of date coding within computer programs that
were  written  using  just  two  digits  rather  than  four digits to define the
applicable  year.  If  not  corrected, these date codes could cause computers to
fail to calculate dates beyond 1999 and as a result, computer applications could
fail  or  create  erroneous  results  by  or  at  the  Year  2000.

The  Company,  together  with  outside vendors engaged by the Company, have made
assessments  of  the  Company's  potential  Year  2000  exposure  related to its
computerized  information  systems.  Because  of  the  nature  of  the Company's
operations,  many  of  its  computerized information systems will be required to
process information which includes post-year 2000 date coding well in advance of
January 1, 2000.  The Company has substantially completed its overall assessment
of Year 2000 issues associated with its current systems and is currently engaged
in  efforts  to  remediate  potential  year  2000 exposure with respect to those
systems,  including the identification, selection, and implementation of a major
new Year 2000 compliant software system.  Management believes that the Company's
compliance  plan  is progressing such that Year 2000 exposures will be mitigated
prior  to  any  critical  dates.  To  date,  no  material information technology
projects of the Company have been delayed as a result of the Company's Year 2000
compliance  efforts.

The  Company  has  also  made  assessments  of  the potential Year 2000 exposure
associated  with  its  embedded  technology  systems, such as telephone systems,
freight  hauling tracking systems, and accounting and payment systems.  Based on
such assessments, the Company does not believe that it has significant Year 2000
exposure  with  respect  to  such  embedded  technology  systems.

The  Company  is  currently  involved  in  discussion  with important suppliers,
business partners, customers, and other third parties to determine the extend to
which  the Company may be vulnerable to the failure of these parties to identify
and  correct their own Year 2000 issues.  In the ongoing acquisition of software
and  hardware  installations,  the  Company  generally requests that its vendors
certify  the  Year  2000  compliance of acquired products.  The Company believes
that  its  own  software  vendors  are  Year  2000  compliant.

The Company is utilizing and will continue to utilize both internal and external
resources to reprogram or replace its computer systems such that the systems can
be  expected  to be Year 2000 compliant in advance of respective critical dates.
During  the  six  months  ended June 30, 1999, the Company expensed $17,920 with
respect  to  Year  2000  compliance  and capitalized $29,310 with respect to new
software  purchases  and installations which are Year 2000 compliant.  The total
estimated  remaining cost of modification of existing software and new Year 2000
compliant  systems  is $300,000 which includes costs attributable to the planned
purchase  and  implementation of a new accounting and dispatch system.  The cost
of  this new software is being capitalized.  The level of expense anticipated in
connection  with  Year  2000 issues is not expected to have a material effect on
the  Company's  result  of  operations.  The  costs  of  the Company's Year 2000
compliance efforts are expected to be funded out of both operating cash flow and
outside  financing.

                                       13
<PAGE>
ITEM  2.     Management's  Discussion  and  Analysis  or  Plan  of  Operation
(Continued)


YEAR  2000  ISSUE  (CONTINUED)
------------------------------

During  the  quarter ended June 30, 1999, the Company continued to implement its
Year  2000  plan.  The  progress made was in accordance with the plan, including
progress  on the new system which is expected to go online on or before December
1999.  There  was  no  new information which came to management's attention that
would  indicate  that  the plan should be altered significantly or that the plan
would  not  be  successful  in  the  time  frame  prescribed  by  the  plan.

The  dates  of  expected  completion  and  the  costs of the Company's Year 2000
remediation  efforts  are  based  on  management's  estimates, which are derived
utilizing  assumptions  of  future events, including the availability of certain
resources,  third  party  remediation plans, and other factors.  There can be no
guarantee  that  these  estimates will be achieved, and if the actual timing and
costs  for  the  Company's  Year 2000 remediation program differ materially from
those anticipated, the Company's financial results and financial condition could
be  significantly  affected.  Additionally,  despite testing by the Company, the
Company's  systems may contain undetected errors or defects associated with Year
2000 issues for remediation or to complete its Year 2000 remediation and testing
efforts  prior  to  respective  critical  dates, as well as the failure of third
parties  with  whom  the  Company  has  an  important  relationship to identify,
remediate,  and  test  their  own  Year 2000 issues and the resulting disruption
which  could  occur  in  the  Company's  systems and could have material adverse
effects  on  the  Company's  business,  results  of  operations,  cash flow, and
financial  condition.

STOCKHOLDER  ADVANCES
---------------------

As  noted in Note M to the financial statements in the December 31, 1998 10-KSB,
the  Company  has  and continues to advance funds to a major stockholder for the
purchase  of  company  shares  owned  by  the stockholder.  As also noted in the
December  31,  1998  10-KSB  MD&A discussion, the Company has signed a letter of
intent to acquire Panther Lines, Inc and Value Distribution, Inc. in Los Angeles
and  Stockton, California.  As part of the purchase transaction, the stockholder
has  agreed  to  contribute  1,000,000  shares of common stock to facilitate the
transaction  and  reduce  or  eliminate any receivable due from the stockholder.

                                       14
<PAGE>
ITEM  2.     Management's  Discussion  and  Analysis  or  Plan  of  Operation
(Continued)


SAFE  HARBOR
------------

This report on Form 10-Q or 10-QSB (the Report) contains certain forward-looking
statements  within  the meaning of Section 27A of the Securities Act of 1933, as
amended,  and  Section  21E  of the Securities Exchange Act of 1934, as amended,
which are intended to be covered by the safe harbors created thereby.  Investors
are  cautioned that all forward-looking statements necessarily involve risks and
uncertainty,  including,  without  limitation, the risk of a significant natural
disaster,  the  expansion  or  contraction in its various lines of business, the
impact  of inflation, the impact of Year 2000 issues, the ability of the Company
to  meet its debt obligation, changing licensing requirements and regulations in
the  United  States  pertinent  to  its  business, the ability of the Company to
expand  its  businesses, the effect of pending or future acquisitions as well as
acquisitions  which  have  recently been consummated, general market conditions,
competition,  licensing  and  pricing.  All statements, other than statements of
historical  facts,  included  or  incorporated  by  reference in the Report that
address  activities,  events  or  developments  that  the  Company  expects  or
anticipates will or may occur in the future, including, without limitation, such
things as future capital expenditures (including the amount and nature thereof),
business  strategy  and  measures  to  implement  such  strategy,  competitive
strengths,  goals,  expansion,  and  growth  of  the  Company's  businesses  and
operations,  plans,  references  to  future success, as well as other statements
which  includes  words  such  as  "anticipate,"  "believe,"  "plan," "estimate,"
"expect," and "intend" and other similar expressions, constitute forward-looking
statements.  Although  the  Company believes that the assumptions underlying the
forward-looking  statements  contained  herein  are  reasonable,  any  of  the
assumptions  could over time prove to be inaccurate and, therefore, there can be
no  assurance  that  the forward-looking statements included in this Report will
themselves  prove  to  be  accurate.  In  light of the significant uncertainties
inherent  in  the  forward-looking  statements included herein, the inclusion of
such  information  should  not be regarded as a representation by the Company or
any  other person that the objectives and plans of the Company will be achieved.

                                       15
<PAGE>
PART  II.    OTHER  INFORMATION

ITEM  1.     Recent  Developments  in  Legal  Proceedings

The  Company's  two  litigation  matters  were previously referenced in the Form
10-QSB  dated  March  31,  1998  and  its  statements are incorporated herein by
reference.

ITEM  2.     Changes  in  Securities  -  NONE

ITEM  3.     Defaults  Upon  Senior  Securities  -  NONE

ITEM  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders  - NONE

ITEM  5.     Other  Information  -  NONE

ITEM  6.     Exhibits  and  Reports  of  Form  8-K  -  NONE

                                       16
<PAGE>
                                   Signatures


Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has  been  signed below by the following persons on behalf of the Registrant and
in  the  capacities  and  on  the  date  indicated:


_____________________________                    _____________________________
Edwis  L.  Selph,  Sr.                           Date
Chairman of the Board

_____________________________                    _____________________________
Robert  Weaver                                   Date
President

______________________________                   _____________________________
Robert  F.  Darilek,  CPA                        Date
Chief Financial Officer

                                       17
<PAGE>