FORM 10-Q/A


                       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, 2000
                                               ---------------------------------

                                       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)

          4301 EAST PARK DRIVE
             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                  12,550,497
     ------------------------------                  ----------
                (Class)                   (Outstanding as of March 31, 2000)

The  aggregate  market  value  of  the voting stock held by nonaffiliates of the
Registrant  on  July  13,  2000  was  approximately  $1,631,564.


<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements                                                    Page
                                                                                 ----

<S>      <C>                                                                    <C>
         Balance Sheets for the Three Months Ended March 31,
             2000 (unaudited) and for the Year Ended December 31, 1999               3

         Statements of Income for the Three Months Ended
             March 31, 2000 (unaudited)  and 1999 (unaudited)                        4

         Statements of Change in Stockholders' Equity (Deficit) for the Three
             Months Ended March 31, 2000 (unaudited)                                 5

         Statements of Cash Flows for the Three Months Ended
             March 31, 2000 (unaudited) and 1999 (unaudited)                         6

         Notes to the Financial Statements (unaudited)                          7 - 16

Item 2.  Management's Discussion and Analysis                                       17

PART II  OTHER INFORMATION

Item 1.  Recent Developments in Legal Proceedings                                   22

Item 2.  Changes in Securities                                                      22

Item 3.  Defaults upon Senior Securities                                            22

Item 4.  Submission of Matters to a Vote of Security Holders                        22

Item 5.  Other Information                                                          22

Item 6.  Exhibits and Reports in Form 8-K                                           22

         Signatures                                                                 23
</TABLE>


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

Item 1.  Financial Statements

ESCO  TRANSPORTATION  CO.
Balance  Sheets

                                                                                     March 31,2000    December 31,1999
                                                                                    ---------------  ------------------
ASSETS                                                                                (Unaudited)        (Audited)
<S>                                                                                 <C>              <C>
CURRENT ASSETS:
  Cash and Cash Equivalents                                                         $      103,510   $         109,929
  Accounts Receivable - Trade, Net of Allowance for
       Bad Debts of $395,000 in 2000 and  $338,000 in 1999                               7,396,771           6,172,164
  Truck Maintenance Supplies                                                               147,649             152,557
  Employee Advances and Driver Loans                                                       243,598             117,092
  Notes Receivable - Employees, Current                                                    132,019             241,830
  Notes Receivable - Stockholders                                                          285,993             217,109
  Prepaid Expenses                                                                         200,318             134,046
  Other Current Assets                                                                     127,206              26,085
                                                                                    ---------------  ------------------
            TOTAL CURRENT ASSETS                                                         8,637,064           7,170,812
                                                                                    ---------------  ------------------

PROPERTY AND EQUIPMENT
  Property and Equipment                                                                12,652,864          12,516,566
  Less Accumulated Depreciation                                                         (4,381,434)         (3,980,000)
                                                                                    ---------------  ------------------
                                                                                         8,271,430           8,536,566
                                                                                    ---------------  ------------------

OTHER ASSETS
  Intangibles, Net of Accumulated Amortization                                             501,907              82,871
  Other Assets - Non Current                                                                21,248              35,392
                                                                                    ---------------  ------------------
     Total Other Assets                                                                    523,155             118,263
                                                                                    ---------------  ------------------
TOTAL ASSETS                                                                        $   17,431,649   $      15,825,641
                                                                                    ===============  ==================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
  Accounts Payable - Trade                                                          $      901,548   $       1,247,094
  Bank Overdrafts                                                                          812,325             436,838
  Accrued and Other Liabilities                                                          1,228,186             980,700
  Amounts Due Factor                                                                     8,337,559           6,944,085
  Current Portion of Long-Term Debt                                                      2,038,470           2,038,470
  Current Portion of Obligations under Capital Leases                                      235,603             235,603
                                                                                    ---------------  ------------------
            TOTAL CURRENT LIABILITIES                                                   13,553,691          11,882,790
Long-term Debt
  Long-Term Debt, Net of Current Portion                                                 2,673,232           3,138,735
  Obligations under Capital Leases, Net of Current Portion                                 824,186             852,633
                                                                                    ---------------  ------------------
                                                                                        17,051,109          15,874,158
                                                                                    ---------------  ------------------

Stockholders' Equity (Deficit)
  Preferred Stock, $.001 Par Value: 15,000,000 Shares Authorized: None Issued
  Common Stock, $.001 Par Value; 20,000,000 Authorized: 12,818,017 and 14,084,017
      Issued; 12,550,497 and 13,818,997 Outstanding in 2000 and 1999                         1,576               1,560
  Additional Paid-In Capital                                                             1,499,499           1,625,765
  Retained Earnings (Deficit)                                                             (412,386)           (396,385)
                                                                                    ---------------  ------------------
                                                                                         1,088,689           1,230,940
  Less: Notes Receivable from Stockholder                                                 (619,577)         (1,191,635)
  Less: Treasury Stock, At Cost                                                            (88,572)            (87,822)
                                                                                    ---------------  ------------------
                                                                                           380,540             (48,517)
                                                                                    ---------------  ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                $   17,431,649   $      15,825,641
                                                                                    ===============  ==================
</TABLE>

               See Notes to Unaudited Condensed Financial Statements.

                                        3
<PAGE>
<TABLE>
<CAPTION>
PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements

ESCO  TRANSPORTATION  CO.
Statements  of  Income
For  the  Three  Months  Ended  March  31,  2000  and  1999

                                                           2000          1999
                                                       ------------  ------------
<S>                                                    <C>           <C>
                                                       (Unaudited)   (Unaudited)
REVENUE:
  Freight Revenue                                      $11,799,310   $ 7,122,841
  Oil and Gas Revenue                                        1,332         1,171
                                                       ------------  ------------
                                                        11,800,642     7,124,012
                                                       ------------  ------------

EXPENSES:
  Cost of Freight Revenue                                8,424,318     4,861,439
  Operating and Administrative Expenses                  2,569,595     1,712,600
  Depreciation and Depletion                               461,965       364,913
                                                       ------------  ------------
                                                        11,455,878     6,938,952
                                                       ------------  ------------
OPERATING INCOME                                           344,764       185,060

OTHER INCOME (EXPENSE)
  Interest Income                                           27,708         3,153
  Other Income                                               9,406         8,729
  Interest Expense                                        (395,263)     (329,695)
  Gain (Loss) on Sale of Assets                             (2,616)       (6,994)
                                                       ------------  ------------
     Total Other Income                                   (360,765)     (324,807)
                                                       ------------  ------------
NET INCOME  (LOSS) BEFORE TAXES                            (16,001)     (139,747)

  Provision for Federal Income Tax                               0             0
                                                       ------------  ------------

NET INCOME (LOSS)                                      $   (16,001)  $  (139,747)
                                                       ============  ============

Net Income (Loss) Per Share- Basic and Fully Diluted   $    (0.001)  $    (0.011)
                                                       ============  ============
                                                       ------------  ------------
Weighted Average Number of Shares Outstanding           13,944,415    13,179,391
                                                       ============  ============
</TABLE>

               See Notes to Unaudited Condensed Financial Statements.

                                        4
<PAGE>
<TABLE>
<CAPTION>
PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements

ESCO  TRANSPORTATION  CO.

Statement  of  Changes  in  Stockholders'  Equity  (Deficit)
For  the  Three  Months  Ended  March  31,  2000  (Unaudited)

                                                Common Stock                          Retained        Treasury Stock
                                            ---------------------     Additional      Earnings    ---------------------
                                              Shares      Amount    Paid-In Capital   (Deficit)     Shares     Amount
                                            -----------  --------  -----------------  ----------  ----------  ---------
<S>                                         <C>          <C>       <C>                <C>         <C>         <C>
Balance - December 31,1999                  14,084,017   $ 1,560   $      1,625,765   $(396,385)   (265,020)  $(87,822)

Shares issued in Quantum Acquisition           159,000       159            476,841           0           0          0
Management Incentive Shares Returned        (1,425,000)     (143)          (569,857)          0           0          0
Shareholder Notes Receivable Interest                0         0            (33,250)          0           0          0
Advances to Stockholders - Stock Purchase            0         0                  0           0           0          0
Purchase Treasury Stock                              0         0                  0           0      (2,500)      (750)
Net Income (Loss)                                    0         0                  0     (16,001)          0          0
                                            -----------  --------  -----------------  ----------  ----------  ---------
Balance - March 31, 2000                    12,818,017   $ 1,576   $      1,499,499   $(412,386)  $(267,520)  $(88,572)
                                            ===========  ========  =================  ==========  ==========  =========


                                             Notes  Receivable
                                             from Stockholders     Total
                                            -------------------  ---------
<S>                                         <C>                  <C>
Balance - December 31,1999                  $       (1,191,635)  $(48,517)

Shares issued in Quantum Acquisition                         0    477,000
Management Incentive Shares Returned                   570,000          0
Shareholder Notes Receivable Interest                   33,250          0
Advances to Stockholders - Stock Purchase              (31,192)   (31,192)
Purchase Treasury Stock                                      0       (750)
Net Income (Loss)                                            0    (16,001)
                                            -------------------  ---------
Balance - March 31, 2000                    $         (619,577)  $380,540
                                            ===================  =========
</TABLE>

               See Notes to Unaudited Condensed Financial Statements.

                                        5
<PAGE>
<TABLE>
<CAPTION>
PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements

ESCO  TRANSPORTATION  CO.
Statements  of  Cash  Flows
For  the  Three  Months  Ended  March  31,  2000  and  1999

                                                           2000         1999
                                                       ------------  ----------
                                                       (Unaudited)   (Unaudited)
<S>                                                    <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Cash Provided by Operating Activities              $   785,501   $ 644,711

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of Property and Equipment                      (136,295)          0
  Purchase of Quantum Transportation                       (67,874)          0
  Proceeds from Sale of Property and Equipment                   0      43,542
  Stockholder Advances                                     (93,050)   (102,981)
                                                       ------------  ----------

Net Cash Provided (Used) in Investing Activities          (297,219)    (59,439)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on Long-Term Debt                              (493,951)   (503,145)
  Purchase of Treasury Stock                                  (750)    (18,004)
                                                       ------------  ----------
Net Cash Provided (Used) in Financing Activities          (494,701)   (521,149)
                                                       ------------  ----------

Net Increase (Decrease) in Cash and Cash Equivalents        (6,419)     64,123


CASH AND CASH EQUIVALENTS, AT BEGINNING OF YEAR            109,929      25,833
                                                       ------------  ----------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD            $   103,510   $  89,956
                                                       ============  ==========

Non - Cash Transactions:
  Stock Issued to Acquire Quantum Transportation       $   477,000   $       0
  Stock Issued to Acquire Business                     $         0   $  40,000
  Stock Issued Under Management Incentive Agreement    $  (570,001)  $ 570,001
  Stock Issued  to Employees                           $         0   $  50,600
</TABLE>

               See Notes to Unaudited Condensed Financial Statements.

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

ESCO  TRANSPORTATION  CO.
Notes  to  the  Unaudited  Condensed  Financial  Statements
March  31,  2000  (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.  In January 2000, the Company incorporated ESCO Acquisition Corp.
to  facilitate in the acquisition of newly acquired corporations.  In January of
2000,  ESCO  acquired  Quantum  Transportation  Company through ESCO Acquisition
Corp.  and immediately subsequent to acquisition, has transferred all assets and
liabilities  of  Quantum  to  ESCO  Transportation  Company.  Accordingly,  the
accompanying financial statements include the activity of Quantum Transportation
subsequent  to  the  date  of  acquisition.

ESCO Transportation maintains two divisions representing three business segments
with distinct transportation services offered by each.  The Company's Intermodal
division  primarily  hauls  container  and  piggyback shipments between shipping
locations,  railroads,  and  ports  (the  intermodal segment) plus it operates a
container  yard  in  Memphis,  Tennessee  (the  storage segment).  This division
operates  out  of  facilities  in  Houston, Texas; Ontario, California; Memphis,
Tennessee; Dallas, Texas; Minneapolis, Minnesota; and Stockton, California.  The
Company also maintains an Over-The-Road/segment division that performs long haul
services  for  numerous customers within the United States.  The main office for
this  division is located in Springdale, Arkansas and has an expansion office in
Selma,  Alabama  which  opened  in  May 2000.  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.


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

ESCO  TRANSPORTATION  CO.
Notes  to  the  Unaudited  Condensed  Financial  Statements
March  31,  2000  (Unaudited)


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

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.

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, 2000.


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

ESCO  TRANSPORTATION  CO.
Notes  to  the  Unaudited  Condensed  Financial  Statements
March  31,  2000  (Unaudited)


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

F.   Oil  and  Gas  Properties  (Continued)
     --------------------------------------

     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 and $1,494 for the three  months  ended March
     31, 2000 and 1999 respectively. The Company's total capitalized costs as of
     March 31, 2000 and 1999 were $21,248 and $27,224 respectively.

     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.

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, 2000,  net operating  loss benefits were offset by a
     valuation allowance. The valuation allowance did not change materially from
     the balance at December 31, 1999.

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.


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

ESCO  TRANSPORTATION  CO.
Notes  to  the  Unaudited  Condensed  Financial  Statements
March  31,  2000  (Unaudited)


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

H.   Net  Income  Per  Share  (Continued)
     ------------------------------------

     The Company acquired Quantum  Transportation during the quarter ended March
     31, 2000 as disclosed in Note 12. The purchase  price  includes the options
     for the seller to receive  additional shares of stock with an expiration of
     three years from the acquisition date if the shares of stock do not reach a
     benchmark  price of $3.00 per share.  If these shares were  converted as of
     March 31, 2000, an additional  1,431,000  shares would be issued under this
     agreement. The dilution effect of the additional earnings per share are not
     disclosed in the accompanying  financial  statements  because they would be
     anti-dilutive if reported.

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, 2000 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.

     At March 31,  2000,  the Company  had  $905,570  in notes  receivable  from
     stockholders.  Management  believes the fair value of the notes  receivable
     from the  stockholders is less than its carrying value;  however,  the fair
     value is not estimable.


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

ESCO  TRANSPORTATION  CO.
Notes  to  the  Unaudited  Condensed  Financial  Statements
March  31,  2000  (Unaudited)


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

Property  and  equipment  consists  of  the  following:

<TABLE>
<CAPTION>
Description                           3/31/00       12/31/99
----------------------------------  ------------  ------------
<S>                                 <C>           <C>
Land                                $   175,975   $   175,975
Buildings and Improvements               13,554        13,554
Office Equipment                        632,703       571,061
Communications Equipment                186,195       183,584
Furniture and Fixtures                   46,216        32,699
Leasehold Improvements                   44,690             0
Trucks, Tractors, and Trailers        9,841,305     9,827,467
Property Held Under Capital Leases    1,476,881     1,476,881
Yard Equipment                          235,345       235,345
                                    ------------  ------------
                                     12,652,864    12,516,566
Less Accumulated Depreciation        (4,381,434)   (3,980,000)
                                    ------------  ------------
                                    $ 8,271,430   $ 8,536,566
                                    ============  ============
</TABLE>


Note  5  -  Long-Term  Debt  and  Loans
---------------------------------------

The  Company has loans from various banks and finance companies for the purchase
of  transportation  equipment  including  trucks  and  trailers,  communication
equipment,  leasehold  improvements,  and  portable  buildings.  The  Company's
long-term  debt was issued to purchase property and equipment.  The following is
a  summary  of  the loan balances outstanding at March 31, 2000 and December 31,
1999.

<TABLE>
<CAPTION>
                                                                          March 31, 2000    December 31, 1999
                                                                         ----------------  -------------------
<S>                                                                      <C>               <C>
Notes payable to various banks and finance companies; payable in         $     4,711,702   $        5,177,205
monthly installments totaling $202,312 including principal and
interest; bearing interest at rates ranging from 9.5% to 11.5%; secured
by transportation equipment purchased in conjunction with the
financing; guaranteed by a major stockholder.  The notes mature at
varying dates from 2001 through 2004 and also a mortgage note
payable to a partnership; bearing interest at 8%; payable in monthly
installments of $1,722 including principal and interest; secured by
real estate; guaranteed by a major stockholder.  The note matures in
2002.
                                                                         ----------------  -------------------
Less:  Current Maturities                                                     (2,038,470)          (2,038,470)
                                                                         ----------------  -------------------
Long Term Debt, Net of Current                                           $     2,673,232   $        3,138,735
                                                                         ================  ===================
</TABLE>


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

ESCO  TRANSPORTATION  CO.
Notes  to  the  Unaudited  Condensed  Financial  Statements
March  31,  2000  (Unaudited)


Note  6  -  Obligations  Under  Capital  Leases
-----------------------------------------------

The  Company  is  lessee  of trailers and communication equipment which are held
under  capital  leases  expiring  in  various years.  The assets and liabilities
under  capital  leases  are  recorded  at  the lower of the present value of the
minimum lease payments or the fair value of the asset.  Assets are amortized (or
depreciated)  over  the  longer of the lease terms or their estimated productive
lives.  Amortization  (or  depreciation)  of  assets  under  capital  leases  is
included  in  depreciation expense for 2000 and 1999.  Following is a summary of
property  held  under  capital  leases.

                                    3/31/00     12/31/99
                                   ----------  ----------
Transportation Equipment/Trailers  $1,347,697  $1,347,697
Communications Equipment               75,250      75,250
Office Equipment                       53,934      53,934
                                   ----------  ----------
                                   $1,476,881  $1,476,881
                                   ==========  ==========

Interest  rates  on  capitalized  leases vary from 8.7% to 12.2% and are imputed
based  upon  the  lower  of  the  Company's  incremental  borrowing  rate at the
inception  of  the  lease  or  the  lessor's  implicit  rate  of  return.

Note  7  -  Amounts  Due  to  Factor
------------------------------------

Pursuant  to  a  factoring  agreement,  the  Company factors all of its accounts
receivable  under  an  agreement  with Compass Bank doing business as Commercial
Billing Service.  Interest is paid on the total outstanding balance at a rate of
12.5%  per  annum.

As  of April 20, 2000, the Company renegotiated its agreement with the factoring
company  (see  Note  P  in  the  year-end  audited  financial  statements  for a
description  of  the revised agreement with the factoring company.)  The revised
agreement  is  also  accounted  for as a secured borrowing rather than a sale of
receivables.

Note  8  -  Segment  Information
--------------------------------

The  Company's  operations are divided into three segments by type of operations
which  are  intermodal  operations,  over-the-road  operations,  and  storage
operations.  Intermodal  operations  consist  of  short-haul,  drayage shipments
primarily  from  railroad ramps to customer docks and is operated out of various
company  locations.  Over-the-road  operations represent long haul, door-to-door
deliveries  for customers.  Storage operations represent the Company's container
yard  operated in Memphis, Tennessee.  The following table presents 2000 segment
information:


                                       12
<PAGE>
ITEM  1.     Financial  Statements  (Continued)

ESCO  TRANSPORTATION  CO.
Notes  to  the  Unaudited  Condensed  Financial  Statements
March  31,  2000  (Unaudited)


Note  8  -  Segment  Information  (Continued)
---------------------------------------------

<TABLE>
<CAPTION>
                         Three Months Ended March 31, 2000
               --------------------------------------------------
                                          Depreciation
                               Cost of        And        Interest
                   Sales        Sales     Amortization   Expense
               -------------  ----------  -------------  --------
<S>            <C>            <C>         <C>            <C>
Intermodal     $   7,753,192  $5,694,155  $      61,909  $250,236
Over-the-Road      3,679,758   2,730,163        373,439   145,027
Storage              366,360           0         26,617         0
Other                  1,332           0              0         0
               -------------  ----------  -------------  --------
               $  11,800,642  $8,424,318  $     461,965  $395,263
               =============  ==========  =============  ========
</TABLE>


<TABLE>
<CAPTION>
                           Three Months Ended March 31, 2000
                -----------------------------------------------------
                                          Additions to
                  Earnings     Long-Term   Long-Lived
                   (Loss)        Assets      Assets     Total Assets
               --------------  ----------  -----------  -------------
<S>            <C>             <C>         <C>          <C>
Intermodal     $      36,840   $  792,360  $    85,625  $   7,416,112
Over-the-Road       (260,145)   7,321,108       50,673      9,482,575
Storage              205,972      157,962            0        532,962
Other                  1,332            0            0              0
               --------------  ----------  -----------  -------------
               $     (16,001)  $8,271,430  $   136,298  $  17,431,649
               ==============  ==========  ===========  =============
</TABLE>


<TABLE>
<CAPTION>
                       Three Months Ended March 31, 1999
               --------------------------------------------------
                                          Depreciation
                               Cost of        And        Interest
                   Sales        Sales     Amortization   Expense
               -------------  ----------  -------------  --------
<S>            <C>            <C>         <C>            <C>
Intermodal     $   4,261,419  $3,094,907  $      49,779  $175,878
Over-the-Road      2,730,992   1,766,532        308,852   153,817
Storage              130,430           0          6,282         0
Other                  1,171           0              0         0
               -------------  ----------  -------------  --------
               $   7,124,012  $4,861,439  $     364,913  $329,695
               =============  ==========  =============  ========
</TABLE>


<TABLE>
<CAPTION>
                        Three Months Ended March 31, 1999
               ---------------------------------------------------
                                       Additions to
                Earnings   Long-Term    Long-Lived
                 (Loss)      Assets       Assets      Total Assets
               ----------  ----------  -------------  -------------
<S>            <C>         <C>        <C>            <C>
Intermodal     $ (24,163)  $  952,348  $     107,111  $   4,865,555
Over-the-Road   (143,988)   6,537,671         11,886      7,980,771
Storage           27,233      272,684              0        403,113
Other              1,171            0              0              0
               ----------  ----------  -------------  -------------
               $(139,747)  $7,762,703  $     118,997  $  13,249,439
               ==========  ==========  =============  =============
</TABLE>


The  segmented  information  is  prepared  under  generally  accepted accounting
principles.  The amounts also incorporate the allocation of overhead costs based
on  the  number  of  loads  on the various segments operated within the Company.

For  the  period  ended  March  31,  2000,  all  of the Company's operations are
conducted  within  the  United  States.


                                       13
<PAGE>
ITEM  1.     Financial  Statements  (Continued)

ESCO  TRANSPORTATION  CO.
Notes  to  the  Unaudited  Condensed  Financial  Statements
March  31,  2000  (Unaudited)


Note  9  -  Going  Concern
--------------------------

The  financial  statements  have been prepared assuming that ESCO Transportation
Co.  will  continue as a going concern.  The Company incurred net losses in 1999
and  1998, had a working capital deficit of approximately $4.7 million and had a
deficit  in  stockholders'  equity  at  December  31,  1999.  On April 20, 2000,
Compass  Bank  acknowledged  that  the  Company  was in default on its factoring
agreement.  Compass  Bank  agreed  to  forbear  this  default  subject  to  the
conditions  described  in  Note P to the December 31, 1999 financial statements.
There  is  no  certainty that the Company will be able to meet these conditions.
The  financial  statements do not include any adjustments that might result from
the  outcome  of  these  uncertainties.  (Also  see  Note  13.)

Management  has  implemented  plans  to  address  the  following issues over the
upcoming  year.  Management  plans  to  address  its  historical losses with the
preparation  and  implementation of a detailed operational plan and budget which
includes  profitability  for  each  division during 2000.  The plan includes the
continued  implementation of budgetary controls and cost control measures in all
areas  of  operation.  Management  has also implemented procedures to update its
accounting  and  dispatch  system  which  should  further reduce billing errors,
increase  cost  control  in  the  over-the-road  division,  and  provide  better
profitability  in  the intermodal division.  Management is also pursuing outside
capital  sources  to  provide  additional  working  capital  for  the  Company.
Management  is also working with Compass Bank to ensure they continue to provide
needed  working  capital  for  Company  operations  through  December  31, 2000.
Continued  funding  is  subject  to  the  conditions  explained in Note P to the
December  31,  1999  financial  statements.

Note  10  -  Recent  Pronouncements
-----------------------------------

In  December  1999,  the  Securities  and Exchange Commission (SEC) issued Staff
Accounting  Bulleting  No.  101  (SAB  101),  Revenue  Recognition  in Financial
Statements.  SAB 101 provides guidance on applying generally accepted accounting
principles to revenue recognition issues in financial statements.  In June 2000,
the SEC issued Staff Accounting Bulletin No. 101B (SAB 101B), Amendment: Revenue
Recognition in Financial Statements.  SAB 101B delays the implementation date of
SAB  101  for registrants with fiscal years that begin between December 16, 1999
and  March  15,  2000.  The Company will adopt SAB 101 as required in the fourth
quarter  of 2000 and is evaluating the effect that such adoption may have on its
consolidated  results  of  operations  and  financial  position.

Note  11  -  Related  Party  Transactions
-----------------------------------------

During  the  quarter  ended March 31, 2000, the Company paid $31,292 to a family
member of the Chief Executive Officer and majority stockholder of the Company in
conjunction  with  a  stock purchase agreement between the family member and the
majority  stockholder  of  the  Company.


                                       14
<PAGE>
ITEM  1.     Financial  Statements  (Continued)

ESCO  TRANSPORTATION  CO.
Notes  to  the  Unaudited  Condensed  Financial  Statements
March  31,  2000  (Unaudited)


Note  11  -  Related  Party  Transactions  (Continued)
------------------------------------------------------

During  the  quarter  ended March 31, 2000, the shares previously issued under a
management  incentive  agreement were returned to the Company and canceled.  The
accompanying  financial statements reflect the reduction of the notes receivable
and  reduction of the additional paid-in capital and common stock resulting from
this  transaction.

At March 31, 2000, the Company had pledged $100,000 of cash accounts as security
for  a  personal  note  payable  to  a  majority  stockholder.

Note  12  -  Acquisition  of  Quantum  Transportation
-----------------------------------------------------

On  January  19,  2000,  the  Company  acquired 100% of the outstanding stock of
Quantum Transportation, Inc., a Minnesota corporation, in a purchase transaction
valued  at  $530,000.  The  acquisition  was  completed through a combination of
159,000 shares of stock at a $3.00 per share benchmark price and $53,000 in cash
in  a  merger  transaction.  This  merger  was completed through a newly formed,
wholly owned subsidiary named ESCO Acquisition Corp.  The accompanying financial
statements  include  the  results  of  operations of Quantum Transportation from
January  19,  2000,  the date of acquisition.  The merger agreement provides for
the  issuance  of  additional  cash or Company stock if the market price of ESCO
stock  does  not reach the $3.00 benchmark price during a three-year period from
the  date  of  acquisition.  If  the  stock were to be converted as of March 31,
2000,  the  additional shares of stock to be issued total 1,431,000 shares.  The
purchase  transaction  resulted  in  the recording of goodwill totaling $416,218
which  is  amortized  over  a  sixty  month period and a covenant not to compete
valued  at  $53,000  which is amortized over the life of the non-compete period,
which  is  thirty-six  (36)  months.

The  following  represents 1999 proforma information for the first quarter ended
March  31,  1999  as  if  the  Quantum  transaction  had  occurred at that date.

                      Income before       Net Income     Net Earnings
        Revenue     extraordinary items     (Loss)        per share
------------------  -------------------  -------------  ------------
      $7,884,254        $(89,201)         $(89,201)        $(.01)

Note  13  -  Subsequent  Events
-------------------------------

Subsequent  to  March  31, 2000, the Company entered into an informal management
agreement  with  Fisher  Trucking (Fisher) in Selma, Alabama, for the Company to
assist  Fisher  in managing its operations with the intent of acquisition during
2000.  Management anticipates signing a letter of intent if the due diligence is
positive  and  will  proceed  to  complete  the  transaction.


                                       15
<PAGE>
ITEM  1.     Financial  Statements  (Continued)

ESCO  TRANSPORTATION  CO.
Notes  to  the  Unaudited  Condensed  Financial  Statements
March  31,  2000  (Unaudited)


Note  13  -  Subsequent  Events  (Continued)
--------------------------------------------

The  Company  entered  into  a management agreement with Kiser, Inc. and related
entities  for  the  purpose  of managing Kiser with the intent of evaluating the
feasibility  of  acquiring Kiser in an agreement and plan of merger transaction.
Management  determined the acquisition was not practical for the Company at this
time  and  on  May  23,  2000,  terminated  the  Kiser  management  agreement.

On  June  23, 2000 and June 30, 2000, the President and Chief Financial Officer,
respectively,  resigned  from the positions as officers and board members of the
Company.

As  described  in  Note  P  in  the  December 31, 1999 financial statements, the
Company was to have signed confidentiality agreements with at least five serious
or  potential investors or signed a letter of intent to propose investment of an
additional  $5,000,000  in  equity  or  subordinated  debt  by  July  1,  2000.
Management  is  currently  in  negotiations  with Compass to extend the deadline
referred  to  in  the  agreement.


                                       16
<PAGE>
ITEM  2.    MANAGEMENT'S  DISCUSSION,  ANALYSIS,  AND  PLAN  OF  OPERATION


OVERVIEW
--------

The quarter ended March 31, 2000 was a progressive quarter for the Company.  The
Company  accomplished  several milestones that management had been executing for
several  months.  In  this  quarter,  management  closed  on  the transaction to
acquire  Quantum  Transportation  Company  which  expanded  its  operations  to
Minneapolis,  Minnesota  and Ripon, California.  During this quarter, management
also completed its 2000 five-year business plan and began implementing this plan
through  the  execution of its Year 2000 budget.  As in the past, the budget for
2000  has  been  based upon individual terminal responsibility and each terminal
manager  is in charge of their cost center with incentives for accomplishing the
goals  for  the  year.

The  Company finished the first quarter with a loss of $(16,001).  This loss was
attributed  to operations in the Company's over-the-road Springdale division and
management  is  further  evaluating  how  to  isolate  and  correct  the  issues
attributed  to the loss. Management is evaluating the cost benefit of separating
this  division  into  a  separate  subsidiary  and  poising  it  for  sale  or
restructuring.  The  other  divisions  and/or  segments  of  the  Company  were
profitable  or  operated  within budget constraints and management anticipates a
profitable  operation  during  2000  in  accordance  with  its  budgeted  plan.

In  addition  to  the  first quarter of 2000, management for ESCO entered into a
management agreement with Kiser, Inc. (Kiser), a Mississippi corporation located
in  Gulf  Port, Mississippi and several related entities to manage Kiser and its
related  companies for a limited period of time, the sole purpose of which is to
evaluate  the  feasibility  of acquiring and completing an agreement and plan of
merger  between  Kiser  and  ESCO.  Under  this  agreement,  the Company assumed
responsibilities  of  various  day  to  day  operations  but  assumed  no
responsibilities  for  liability  of  other obligations of Kiser and the related
companies.  (Also  see comments regarding this contract in "Subsequent Events.")

During the first quarter of 2000, management is also actively pursuing potential
investors  to  re-capitalize  the  Company.  Management is seeking $5,000,000 in
additional  equity  and/or subordinated debt to help improve the working capital
ratio  and  debt-to-equity  ratio.

OPERATIONS
----------

As  stated  above,  the  Company  operated  at a loss of $(16,001) for the first
quarter  which,  although is below budget, is a substantial improvement over the
1999 operations.  Freight revenue exceeded budget by $927,000 or 8% and reflects
a  66%  increase  over  the  1999  revenue.  A  substantial part of the increase
relates  to  revenues  generated  from the new Minneapolis, Minnesota and Ripon,
California  offices acquired through Quantum plus the operation of the Company's
Fort  Smith  location  which operated for a full quarter during the three months
ended  March  31, 2000.  Throughout the Company's operation, it also experienced
strong  internal  growth through increased business in all regions and divisions
of  the  Company.


                                       17
<PAGE>
ITEM  2.    Management's Discussion, Analysis, and Plan of Operation (Continued)


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

The  Company's  cash  flow  during the first quarter continued to be limited and
100%  of  the  Company's  receivables  were  factored through Commercial Billing
Services  and  Compass  Bank.  During  the  first  quarter  of 2000, the Company
renegotiated  its  factoring  agreement  with  the  bank as stated in our annual
audited  financial  statement.  Subsequent to issuance of the report, management
and  the bank have agreed to cap the line to $9,800,000 and the Company has been
able  to  operate  within the limits of the line of credit provided by the bank.

The  Company's  operating profits increased from $185,000 in 1999 to $344,764 in
2000  for  a  86% increase in profits before interest expense.  Interest expense
increased  by  approximately  20%  over the same period in 1999 primarily due to
increase  in  the  factoring  line  and the reduction of long-term debt at lower
interest  rates.  Operating  and  administrative  expenses increased by 50% from
1999  primarily  attributable  to  the  new locations in Minneapolis, Minnesota;
Ripon,  California;  and  Fort  Smith,  Arkansas added during the first quarter.
However,  as  a  percentage  of  revenue,  operating  and  administrative  costs
decreased  from  24%  to  22%  for  the  same  period  in  1999.

During  the  first quarter, collections have continued to be a high priority and
management  has  implemented  revised  collection  procedures  to  decentralize
collections  from  the  corporate  office  to  individual  terminal  offices.
Management  anticipates  this  will  facilitate  collections  and  location  of
paperwork  and  support  needed  by  customers  and  expects  this  to  improve
collections  and  reduce  the  total  outstanding  balance  due to the factoring
company  which  will  help  reduce  interest  costs.


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 2000 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.


                                       18
<PAGE>
ITEM  2.    Management's Discussion, Analysis, and Plan of Operation (Continued)


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

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.

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, 2000, the Company capitalized $29,310
with  respect  to  new  software purchases and installations which are Year 2000
compliant.  The  total  estimated  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, 2000, 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
2000.  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.


                                       19
<PAGE>
ITEM  2.    Management's Discussion, Analysis, and 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 2000
to  clarify  the  authorized capital stock in the Articles; 20,000,000 shares of
common  and  15,000,000  of  preferred.

SUBSEQUENT  EVENTS
------------------

Subsequent  to  March  31, 2000, the Company entered into an informal management
agreement  with  Fisher  Trucking (Fisher) in Selma, Alabama, for the Company to
assist  Fisher  in managing its operations with the intent of acquisition during
2000.  Management anticipates signing a letter of intent if the due diligence is
positive  and  will  proceed  to  complete  the  transaction.

As  stated in the overview, the Company entered into a management agreement with
Kiser,  Inc.  and  related  entities  for the purpose of managing Kiser with the
intent of evaluating the feasibility of acquiring Kiser in an agreement and plan
of merger transaction.   Management determined the acquisition was not practical
for  the  Company  at  this  time  and,  on  May  23, 2000, terminated the Kiser
management  agreement.


                                       20
<PAGE>
ITEM  2.    MANAGEMENT'S DISCUSSION, ANALYSIS, AND PLAN OF OPERATION (CONTINUED)


RELATED  PARTY  TRANSACTIONS
----------------------------

During  the  quarter  ended March 31, 2000, the Company paid $31,192 to a family
member of the Chief Executive Officer and majority stockholder of the Company in
conjunction  with  a  stock purchase agreement between the family member and the
majority  stockholder  of  the  Company.

During  the  quarter  ended March 31, 2000, the shares previously issued under a
management  incentive  agreement were returned to the Company and canceled.  The
accompanying  financial statements reflect the reduction of the notes receivable
and  reduction of the additional paid-in capital and common stock resulting from
this  transaction.

At March 31, 2000, the Company had pledged $100,000 of cash accounts as security
for  a  personal  note  payable  to  a  majority  stockholder.


                                       21
<PAGE>
PART  II.    OTHER  INFORMATION

ITEM  1.     Recent  Developments  in  Legal  Proceedings

The  Company's  three  litigation matters were previously referenced in the Form
10-KSB  dated  December  31,  1999 and its statements are incorporated herein by
reference.

Subsequent  to  the  issuance  of  the  10-KSB,  ESCO  Transportation  and  ESCO
Acquisition  Corporation  were  involved  in  the  following  litigation:

Case No. A2401-200185; First Continental Leasing, a Division of BancorpSouth vs.
Kiser,  Inc., ESCO Transportation Co. and ESCO Transportation Acquisition Corp.;
In  the  Circuit Court of Harrison County, Mississippi, First Judicial District.

     First Continental  Leasing  is  suing Kiser, Inc., ESCO Transportation Co.,
     and ESCO  Acquisition  Corporation as a result of the management  agreement
     signed  in  March  2000.  Management  does  not  anticipate  any  liability
     related to this litigation  and  expects  a  summary  disposition  on  this
     case.

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


                                       22
<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  F.  Darilek,  CPA                             Date
Chief  Financial  Officer


-------------------------------                       --------------------------
Becky  Clamp,  CPA                                    Date
Controller


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