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     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:     0-2882
                                                   ------

                             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 March 31, 1999)

The  aggregate  market  value  of  the voting stock held by nonaffiliates of the
Registrant  on  March  31,  1999  was  approximately  $5,011,045.

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


PART I   FINANCIAL INFORMATION

<S>      <C>                                                         <C>
Item 1.  Financial Statements                                        Page
                                                                     ------

         Balance Sheets for the Three Months Ended March 31,
         1999 (unaudited) and for the Year Ended December 31, 1998        3
         (audited)

         Statements of Income for the Three Months Ended
         March 31, 1999 (unaudited)  and 1998 (unaudited)                 4

         Statements of Stockholders' Equity for the Three Months
         Ended March 31, 1999 (unaudited)
                                                                          5
         Statements of Cash Flows for the Three Months Ended
         March 31, 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>
ESCO  TRANSPORTATION  CO.
Balance  Sheet

                                                March 31,1999    December 31,1998
                                               ---------------  ------------------
ASSETS                                           (Unaudited)        (Audited)
<S>                                            <C>              <C>
CURRENT ASSETS:
  Cash and Cash Equivalents                    $       89,956   $          25,833
  Accounts Receivable, Net of Allowance for
       Bad Debts of $472,253 in 1998 and
       $500,097 in 1999                             4,073,551           5,755,857
  Truck Maintenance Supplies                          113,327             106,058
  Notes Receivable - Stockholders                     645,429              51,293
  Prepaid Expenses - Current                          256,708             158,337
  Other Current Assets                                 89,747             128,697
                                               ---------------  ------------------
            TOTAL CURRENT ASSETS                    5,268,718           6,226,075
                                               ---------------  ------------------

PROPERTY AND EQUIPMENT
  Property and Equipment                           10,864,612          10,904,274
  Less Accumulated Depreciation                    (3,101,909)         (2,785,694)
                                               ---------------  ------------------
                                                    7,762,703           8,118,580
                                               ---------------  ------------------

OTHER ASSETS
  Prepaid Insurance - Net of Current Portion           64,500              64,500
  Other Assets - Non Current                          153,518             133,090
                                               ---------------  ------------------
     Total Other Assets                               218,018             197,590
                                               ---------------  ------------------

TOTAL ASSETS                                   $   13,249,439   $      14,542,245
                                               ===============  ==================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable - Trade                     $      763,202   $         756,895
  Accrued and Other Liabilities                       740,885             313,893
  Amounts Due Factor                                4,787,517           6,434,481
  Current Portion of Long-Term Debt                 1,857,332           1,860,814
                                               ---------------  ------------------
            TOTAL CURRENT LIABILITIES               8,148,936           9,366,083

LONG-TERM DEBT - NET OF CURRENT PORTION             4,479,253           4,978,916

DEFERRED INCOME TAXES                                       0                   0

COMMITMENTS                                                 0                   0
                                               ---------------  ------------------

TOTAL LIABILITIES                                  12,628,189          14,344,999
                                               ---------------  ------------------

STOCKHOLDERS' EQUITY
  Common Stock, $.0001 Par Value; 35,000,000
       Shares Authorized; 12,527,612 Shares
       Issued and Outstanding in 1998 and
       14,179,112 in 1999                               1,561               1,569
  Additional Paid-In Capital                        1,592,515             931,906
  Retained Earnings (Deficit)                        (458,590)           (318,844)
                                               ---------------  ------------------
                                                    1,135,486             614,631
  Less Note Receivable from Stockholder              (492,232)           (413,385)
  Less Treasury Stock, At Cost                        (22,004)             (4,000)
                                               ---------------  ------------------
            TOTAL STOCKHOLDERS' EQUITY                621,250             197,246
                                               ---------------  ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $   13,249,439   $      14,542,245
                                               ===============  ==================
</TABLE>

                                        3
<PAGE>
<TABLE>
<CAPTION>

ESCO  TRANSPORTATION  CO.
Statements  of  Income
For  the  Three  Months  Ended  March  31,  1999  and  1998


                                                    1999          1998
                                                ------------  ------------
                                                 (Unaudited)  (Unaudited)
<S>                                             <C>           <C>
REVENUE:
  Freight Revenue                               $ 7,122,841   $ 5,819,735
  Oil and Gas Revenue                                 1,171         1,464
                                                ------------  ------------
       TOTAL REVENUE                              7,124,012     5,821,199
                                                ------------  ------------

EXPENSES:
  Cost of Freight Revenue                         4,861,439     4,265,291
  General Administrative Expenses                 1,712,600     1,296,091
  Depreciation and Depletion                        364,913       337,909
                                                ------------  ------------
       TOTAL EXPENSES                             6,938,952     5,899,291
                                                ------------  ------------
       OPERATING INCOME                             185,060       (78,092)

OTHER INCOME (EXPENSE)
  Interest Income                                     3,153             8
  Other Income                                        8,729         3,000
  Interest Expense                                 (329,695)     (278,293)
  Gain (Loss) on Sale of Assets                      (6,994)          150
                                                ------------  ------------
     Total Other Income                            (324,807)     (275,135)
                                                ------------  ------------
       NET INC. (LOSS) BEFORE TAXES                (139,747)     (353,227)

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

       NET INCOME (LOSS)                        $  (139,747)  $  (353,227)
                                                ============  ============

  Net Income (Loss) Per Share                   $    (0.011)  $     (.028)
                                                ============  ============

Weighted Average Number of Shares Outstanding    13,179,391    12,477,612
</TABLE>

                                        4
<PAGE>
<TABLE>
<CAPTION>

ESCO  TRANSPORTATION  CO.
Statement  of  Stockholders'  Equity
For the Three Months Ended March 31, 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
Acquistion                                    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     (78,847)    (78,847)
Employee Stock Bonus                          126,500      13       50,587          0          0           0      50,600
Treasury Stock                                      0       0            0          0    (18,004)          0     (18,004)
Net (Loss)                                          0       0            0   (139,746)         0           0    (139,746)
                                           ----------  -------  ----------  ----------  ---------  ----------  ----------
Balance at March 31, 1999                  14,179,112  $1,561   $1,592,515  $(458,590)  $(22,004)  $(492,232)  $ 621,250
                                           ==========  =======  ==========  ==========  =========  ==========  ==========
</TABLE>

                                        5
<PAGE>
<TABLE>
<CAPTION>

ESCO  TRANSPORTATION  CO.
Statements  of  Cash  Flows
For the Three Months Ended March 31, 1999 and 1998


                                                          1999         1998
                                                      ------------  ----------
                                                       (Unaudited)  (Unaudited)
<S>                                                   <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Cash Provided by Operating Activities           $   644,711   $ 725,705

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of Property and Equipment                            0     (25,222)
  Other                                                         0      (1,093)
  Proceeds from Sale of Property and Equipment             43,542           0
  Shareholder Advance                                    (102,981)          0
                                                      ------------  ----------

  Net Cash Used in Investing Activities                   (59,439)    (26,315)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net Payments on Short-Term Debt                               0     (64,709)
  Net Payments on Long-Term Debt                         (503,145)   (494,404)
  Purchase Treasury Stock                                 (18,004)          0
                                                      ------------  ----------

Net Cash Provided (Used) by Financing Activities         (521,149)   (559,113)
                                                      ------------  ----------

Net Increase in Cash and Cash Equivalents                  64,123     140,277


CASH AND CASH EQUIVALENTS, AT BEGINNING OF YEAR            25,833      22,678
                                                      ------------  ----------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD           $    89,956   $ 162,955
                                                      ============  ==========

Non Cash Transactions:
  Stock Issued to Acquire Business                    $    40,000   $  21,000
  Stock Issued Under Management Incentive Agreement       570,001           0
  Stock Issued  to Employees                               50,600      47,439
                                                      ------------  ----------
      Total Non-Cash Transactions                     $   660,601   $  68,439
                                                      ============  ==========
</TABLE>

                                        6
<PAGE>


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

ESCO  TRANSPORTATION  CO.
Notes  to  the  Financial  Statements
March  31,  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.

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

ESCO  TRANSPORTATION  CO.
Notes  to  the  Financial  Statements
March  31,  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  three  months  ended  March  31,  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  $1,496  for  1999  and  $1,494  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.

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

ESCO  TRANSPORTATION  CO.
Notes  to  the  Financial  Statements
March  31,  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  three months ended March 31, 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  March  31,  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.

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

ESCO  TRANSPORTATION  CO.
Notes  to  the  Financial  Statements
March  31,  1999  (Unaudited)


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

Property  and  equipment  consists  of  the  following:

<TABLE>
<CAPTION>
                                 Balance at    Balance at
         Description              3/31/99       12/31/98
------------------------------  ------------  ------------
<S>                             <C>           <C>
Land                            $   706,369   $   706,370
Buildings and Improvements           13,554        13,554
Office Equipment                    304,517       300,007
Communications Equipment            356,868       356,869
Furniture and Fixtures               30,133        30,133
Trucks, Tractors, and Trailers    9,128,443     9,099,802
Yard Equipment                      324,728       397,539
                                ------------  ------------
                                 10,864,612    10,904,274
Less Accumulated Depreciation    (3,101,909)   (2,785,694)
                                              ------------
                                $ 7,762,703   $ 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 March 31, 1999, the total amount due to the
factor  is  $4,787,517.

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

<TABLE>
<CAPTION>
                                          Balance at
         Description                       3/31/99
----------------------------------------  -----------
<S>                                       <C>
Stockholder Notes Payable                 $         0
Notes Payable and Capital Leases Payable    6,336,585
                                          -----------
                                          $ 6,336,585
                                          ===========
</TABLE>

                                       11
<PAGE>
ITEM  1.     Financial  Statements  (Continued)

ESCO  TRANSPORTATION  CO.
Notes  to  the  Financial  Statements
March  31,  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
                                     Ended        Ended
                                    3/31/99      3/31/98
                                  -----------  -----------
<S>                               <C>          <C>
Revenue from External Customers:
     Intermodal                   $4,393,020   $2,913,631
     Over the Road                 2,730,992    2,907,568
     Combined Revenue             $7,124,012   $5,821,199
                                  ===========  ===========

                                     Quarter      Quarter
                                      Ended        Ended
                                     3/31/99      3/31/98
                                  -----------  -----------
Net Income:
     Intermodal                   $    4,240   $ (292,501)
     Over the Road                  (143,987)     (60,726)
     Combined Net Income          $ (139,747)  $ (353,227)
                                  ===========  ===========

                                     3/31/99      3/31/98
                                  -----------  -----------
Total Net Long Lived Assets:
     Intermodal                   $6,690,526      Not
     Over the Road                 1,072,171   Available
     Combined Net Assets          $7,762,703
                                  ===========
</TABLE>

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

Differences  in  the  basis  of  segmentation
---------------------------------------------

During  the  quarter  ended  March  31,  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  March  31,  1999,  all  of the Company's operations are
conducted  within  the  United  States.

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


OVERVIEW
--------

During  the  first  quarter  of 1999, the Company began to implement substantial
changes  its  operating plans and directions for 1999.  Effective March 1, 1999,
the  Company  formed a new management team consisting of Edwis Selph. Sr. as the
new  Chief  Executive  Officer,  Robert  Weaver  as  the new President and Chief
Operating Officer, and Robert Darilek, CPA, as the Chief Financial Officer.  The
team's  short-term  objectives  were  to  evaluate  the Company's operations and
establish  long-  and  short-term  goals  for  the Company.  Initially, the team
evaluated  activities  and procedures in place through the first quarter of 1999
and assisted with the year-end closeout.  The new team has been able to identify
problems  in  the Company's processes for billing and collecting accessorials in
addition  to  determining  the  need  to formalize an operating plan and budget.
Through  the  end  of  the first quarter, the team prepared an operating budget,
identified  new  lines  of authority and directed each terminal manager with new
objectives  and  responsibilities,  including  fiscal  responsibilities,  and
evaluated  staffing  and  overall  needs at each location.  In addition, the new
team  plans  to  identify  potential  acquisition targets of the Company to grow
revenues  in the future, and identify opportunities to increase business through
relationships  and  expansion  of  business  in  existing  operating  areas.

OPERATIONS
----------

The  Company  operated  at  a loss for the first quarter with a substantial part
attributed  to  the  booking  of additional reserves to offset potential billing
errors  which  occurred  during  the first quarter of 1999.  The management team
worked  with the Company auditors to increase reserves through December 31, 1998
in  an  amount exceeding $300,000 and during the first quarter of 1999, increase
the  reserves  by  an  additional  $30,000.

Management  is  also in the process of developing a long-range business plan for
the  Company,  including  the  evaluation  of  additional  capital  needs  and
refinancing  requirements.

Some  of  the  key operational results that occurred in the first quarter are as
follows:

1.     The  Company  continued  to  incur  losses  during  the first quarter and
continued to use its factoring line with Commercial Billing Services to fund its
receivables and provide necessary cash flow to maintain current payments on long
and  short-term  debt.  The  general and administrative costs as a percentage of
total  revenue  increased  over the first quarter of 1998 primarily due to costs
associated  with  the  new  management  team  and  additional  increases  in the
accessorial  adjustments.  Although  the  first  quarter  of  1999  showed a net
operating  loss,  operating  income  was  2.6%  of  revenue which represented an
improvement  over  prior  years.  Management anticipates this number to increase
through  the  balance  of  1999.

2.     Because  the  Company continued to incur losses during the first quarter,
it  continued  to  use  its  factoring  line  of  credit with Commercial Billing
Services  to  fund  its  billings and provide the necessary cashflow to maintain
current  payments  on  its  long-term  debt.

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


OPERATIONS  (CONTINUED)
-----------------------

3.     Revenue  for the first quarter increased by approximately $1,302,000 over
1998,  representing an approximate 22% increase.  The first quarter historically
represents a period of reduced activity for the Company but the first quarter of
1999  shows  better  than  expected  growth.

4.     During  the  first quarter, the Company also added a collections manager.
The  Company  anticipates  seeing improved cashflow from collections of past-due
balances, particularly those balances that are outside the credit terms with its
factoring  company.


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.  Following the remediation phase, the
Company  engages  in  testing  of the applicable systems in order to verify Year
2000  compliance.  The  Company  utilizes  a  variety of remediation and testing
methods  in  connection  with  its  Year  2000  compliance  efforts.  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 requires that its vendors
certify  the  Year  2000  compliance of acquired products.  The Company believes
that  its  own  software  vendors  are  Year  2000  compliant.

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


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

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  three  months ended March 31, 1999, the Company 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.

During  the quarter ended March 31, 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.

                                       15
<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.

CORPORATE  FILINGS
------------------

The  Company filed an amendment to its Articles of Incorporation in January 1999
to  clarify  the  authorized capital stock in the Articles; 20,000,000 shares of
common  and  15,000,000  of  preferred.

                                       16
<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

                                       17
<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

                                       18
<PAGE>