FORM 10-Q/A
                                 AMENDMENT NUMBER 1


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                 For the fiscal quarter ended     June 30, 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 June 30, 2000)

The  aggregate  market  value  of  the voting stock held by nonaffiliates of the
Registrant  on  August  8,  2000  was  approximately  $1,380,554.


<PAGE>
                                TABLE OF CONTENTS

PART  I     FINANCIAL  INFORMATION

Item 1.     Financial Statements                                            Page
                                                                            ----

            Balance  Sheets  for  the  Six  Months  Ended  June  30,
            2000 (unaudited) and for the Year Ended December 31, 1999         3

            Statements  of  Income  for  the  Three  and  Six  Months  Ended
            June 30, 2000 (unaudited)  and 1999 (unaudited)                   4

            Statements of Change in Stockholders' Equity (Deficit)
            for the Six Months  Ended  June  30,  2000  (unaudited)           5

            Statements  of  Cash  Flows  for  the  Six  Months  Ended
            June 30, 2000 (unaudited) and 1999 (unaudited)                    6

            Notes to the Financial Statements (unaudited)                7 - 18

Item 2.     Management's Discussion and Analysis                             19

PART  II    OTHER  INFORMATION

Item 1.     Recent Developments in Legal Proceedings                         23

Item 2.     Changes in Securities                                            23

Item 3.     Defaults upon Senior Securities                                  23

Item 4.     Submission of Matters to a Vote of Security Holders              23

Item 5.     Other Information                                                23

Item 6.     Exhibits and Reports in Form 8-K                                 23

Signatures                                                                   24


<PAGE>
PART I.    FINANCIAL INFORMATION

ITEM 1.    Financial Statements

<TABLE>
<CAPTION>
ESCO  TRANSPORTATION  CO.
Balance  Sheets

                                                                     June 30, 2000    December 31, 1999
                                                                    ---------------  -------------------
ASSETS                                                                (Unaudited)         (Audited)

CURRENT ASSETS:
<S>                                                                 <C>              <C>
  Cash and Cash Equivalents                                         $       13,128   $          109,929
  Accounts Receivable, Net of Allowance for Bad Debts of
       $829,280 in 2000 and $338,000 in 1999                             8,873,184            6,172,164
  Truck Maintenance Supplies                                               144,799              152,557
  Employee Advances and Driver Loans                                       269,719              117,092
  Notes Receivable - Employees, Current                                     90,642              241,830
  Notes Receivable - Stockholders                                          383,338              217,109
  Prepaid Expenses                                                         197,516              134,046
  Other Current Assets                                                     130,425               26,085
                                                                    ---------------  -------------------
            TOTAL CURRENT ASSETS                                        10,102,751            7,170,812
                                                                    ---------------  -------------------

PROPERTY AND EQUIPMENT
  Property and Equipment                                                12,568,094           12,516,566
  Less Accumulated Depreciation                                         (4,701,850)          (3,980,000)
                                                                    ---------------  -------------------
                                                                         7,866,244            8,536,566
                                                                    ---------------  -------------------

OTHER ASSETS
  Intangibles, Net of Accumulated Amortization                             430,123               82,871
  Notes Receivable - Employees, Non Current                                 30,506                    0
  Other Assets - Non Current                                                19,755               35,392
                                                                    ---------------  -------------------
                                                                           480,384              118,263
                                                                    ---------------  -------------------

TOTAL ASSETS                                                        $   18,449,379   $       15,825,641
                                                                    ===============  ===================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable - Trade                                          $    1,262,702   $        1,247,094
  Bank Overdrafts                                                        1,111,241              436,838
  Accrued and Other Liabilities                                          1,401,686              980,700
  Amounts Due Factor                                                     9,524,542            6,944,085
  Current Portion of Long-Term Debt                                      2,280,161            2,038,470
  Current Portion of Obligations under Capital Lease                       279,292              235,603
                                                                    ---------------  -------------------
            TOTAL CURRENT LIABILITIES                                   15,859,624           11,882,790

LONG-TERM DEBT
  Long-Term Debt, Net of Current Portion                                 2,097,245            3,138,735
  Obligations under Capital Lease, Net of Current Portion                  730,663              852,633
                                                                    ---------------  -------------------
                                                                        18,687,532           15,874,158
                                                                    ---------------  -------------------

STOCKHOLDERS' EQUITY
  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;                   1,576                1,560
  12,550,497 and 13,818,997 Outstanding in 2000 and 1999
  Additional Paid-In Capital                                             1,550,041            1,625,765
  Retained Earnings (Deficit)                                             (999,771)            (396,385)
                                                                    ---------------  -------------------
                                                                           551,846            1,230,940
  Less Note Receivable from Stockholders                                  (701,427)          (1,191,635)
  Less Treasury Stock, At Cost                                             (88,572)             (87,822)
                                                                    ---------------  -------------------
            TOTAL STOCKHOLDERS' EQUITY                                    (238,153)             (48,517)
                                                                    ---------------  -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $   18,449,379   $       15,825,641
                                                                    ===============  ===================
</TABLE>


                          See Notes to Unaudited Condensed Financial Statements.

                                        3
<PAGE>
ITEM 1.  Financial Statements (Continued)

<TABLE>
<CAPTION>
ESCO  TRANSPORTATION  CO.
Statements  of  Income
For  the  Three  and  Six  Months  Ended
June 30, 2000 and 1999
                                                             FOR THE THREE MONTHS                FOR THE SIX MONTHS
                                                                ENDED JUNE 30                       ENDED JUNE 30
                                                         2000                   1999              2000          1999
                                                ----------------------  --------------------  ------------  ------------
                                                      (Unaudited)            (Unaudited)       (Unaudited)   (Unaudited)
REVENUE:
<S>                                             <C>                     <C>                   <C>           <C>
  Freight Revenue                               $          12,710,765   $         8,455,025   $24,510,075   $15,577,866
  Oil and Gas Revenue                                           1,388                   963         2,720         2,134
                                                ----------------------  --------------------  ------------  ------------
       TOTAL REVENUE                                       12,712,153             8,455,988    24,512,795    15,580,000
                                                ----------------------  --------------------  ------------  ------------

EXPENSES:
  Cost of Freight Revenue                                   9,524,948             5,914,582    17,949,266    10,776,020
  General Administrative Expenses                           2,894,034             1,678,890     5,463,629     3,391,490
  Depreciation and Depletion                                  434,020               368,400       895,985       733,313
                                                ----------------------  --------------------  ------------  ------------
       TOTAL EXPENSES                                      12,853,002             7,961,872    24,308,880    14,900,823
                                                ----------------------  --------------------  ------------  ------------
       OPERATING INCOME                                      (140,849)              494,116       203,915       679,177

OTHER INCOME (EXPENSE)
  Interest Income                                                   0                 9,837        23,602        12,990
  Other Income                                                  5,597                 6,289        19,109        15,016
  Interest Expense                                           (463,977)             (339,163)     (859,240)     (668,858)
  Gain (Loss) on Sale of Assets                                11,844                51,237         9,228        44,244
                                                ----------------------  --------------------  ------------  ------------
                                                             (446,536)             (271,800)     (807,301)     (596,608)
                                                ----------------------  --------------------  ------------  ------------
       NET INC. (LOSS) BEFORE TAXES                          (587,385)              222,316      (603,386)       82,569

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

       NET INCOME (LOSS)                        $            (587,385)  $           222,316   $  (603,386)  $    82,569
                                                ======================  ====================  ============  ============

  Net Income (Loss) Per Share                   $              (0.047)  $             0.016   $    (0.046)  $     0.006
                                                ======================  ====================  ============  ============

Weighted Average Number of Shares Outstanding              12,550,497            14,179,112    13,247,456    13,682,013
</TABLE>


                          See Notes to Unaudited Condensed Financial Statements.

                                        4
<PAGE>
ITEM 1.  Financial Statements (Continued)

<TABLE>
<CAPTION>
ESCO  TRANSPORTATION  CO.
Statement  of  Stockholders'  Equity
For  the  Six  Months  Ended  June  30,  2000  (Unaudited)

                                                                                                           Note
                                                                       Retained                         Receivable
                                                         Additional    Earnings                            From
                                    Common Stock      Paid-In Capital (Deficit)     Treasury Stock     Shareholder     Total
                               -----------------------  -----------  ----------  --------------------  ------------  ----------
                                 Shares      Amount                                Shares      Amount
                               -----------  ----------                           ---------  ---------
<S>                            <C>          <C>         <C>          <C>         <C>        <C>        <C>           <C>
Balance at December 31, 1999   14,084,017   $   1,560   $1,625,765   $(396,385)  (265,020)  $(87,822)  $(1,191,635)  $ (48,517)
Shares issued in
 Quantum Acquisition              159,000         159      476,841           0          0          0             0     477,000
Management Incentive
Shares Returned                (1,425,000)       (143)    (569,857)          0          0          0       570,000           0
Shareholder Notes
Receivable Interest                     0           0       17,292           0          0          0       (17,292)          0
Advances to Stockholder -
Stock Purchase                          0           0            0           0          0          0       (62,500)    (62,500)
Purchase of Treasury Stock              0           0            0           0     (2,500)      (750)            0        (750)
Net Income (Loss)                       0           0            0    (603,386)         0          0             0    (603,386)
                               -----------  ----------  -----------  ----------  ---------  ---------  ------------  ----------
Balance at June 30, 2000       12,818,017   $   1,576   $1,550,041   $(999,771)  (267,520)  $(88,572)  $  (701,427)  $(238,153)
                               ===========  ==========  ===========  ==========  =========  =========  ============  ==========
</TABLE>


                          See Notes to Unaudited Condensed Financial Statements.

                                        5
<PAGE>
ITEM 1.  Financial Statements (Continued)

<TABLE>
<CAPTION>
ESCO  TRANSPORTATION  CO.
Statements  of  Cash  Flows
For  the  Six  Months  Ended  June  30,  2000  and  1999

                                                           2000          1999
                                                       ------------  ------------
(Unaudited)                                            (Unaudited)
<S>                                                    <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Cash Provided by Operating Activities            $ 1,184,088   $ 1,093,232

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of Property and Equipment                      (136,298)     (136,194)
  Purchase of Quantum Transportation                       (67,874)            0
  Proceeds from Sale of Property and Equipment                   0       270,547
                                                       ------------  ------------

  Net Cash Used in Investing Activities                   (204,172)      (85,659)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net Payments on Long-Term Debt                          (969,317)   (1,093,650)
  Proceeds from Capital Leases                                   0        53,934
  Payments on Capital Leases                               (92,630)      (12,711)
  Stockholder Advance                                     (113,042)     (220,012)
  Purchase Treasury Stock                                     (750)      (18,004)
                                                       ------------  ------------

Net Cash Provided (Used) by Financing Activities        (1,175,739)   (1,070,431)
                                                       ------------  ------------

Net Increase in Cash and Cash Equivalents                 (195,823)      (62,858)


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

CASH AND CASH EQUIVALENTS, AT END OF PERIOD            $   (85,894)  $   (37,025)
                                                       ============  ============


Non Cash Transactions:
  Stock issued to acquire business                               0        40,000
  Stock issued to acquire Quantum Transportation           477,000             0
  Stock issued under management incentive agreements      (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
June  30,  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;  Fort Smith, Arkansas; and
Stockton, California.  The Company also maintains an Over-The-Road division (OTR
segment)  that  performs  long  haul  services for numerous customers within the
United  States.  The  main  office  for  this division is located in Springdale,
Arkansas  with expansion offices in Selma, Alabama which opened in May 2000, and
Gulfport,  Mississippi.  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
June  30,  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.

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

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


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

ESCO  TRANSPORTATION  CO.
Notes  to  the  Unaudited  Condensed  Financial  Statements
June  30,  2000  (Unaudited)

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

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

     The  Company  accounts  for its oil and  gas  exploration  and  development
     activities  using the  successful  efforts  method.  Under  this  method of
     accounting,  exploratory  drilling  costs which result in the  discovery of
     proved reserves are capitalized.  All other  exploratory  costs,  including
     geological and geophysical  costs, are expensed when incurred.  Development
     costs,  including  development of dry holes, are capitalized when incurred.
     The Company  incurred no exploration and  development  costs during the six
     months ended June 30, 2000.

     Depletion of  capitalized  costs on producing  properties  is computed on a
     property-by-property   basis  utilizing  the   unit-of-production   method.
     Depletion  expense was $2,988 and $2,992 for the six months  ended June 30,
     2000 and 1999  respectively.  The Company's total  capitalized  costs as of
     June 30, 2000 and 1999 were $19,754 and $28,717 respectively.

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

     The Company uses the liability  method of accounting for income taxes under
     which  deferred tax assets and  liabilities  are  recognized for deductible
     temporary  differences.  Temporary  differences are the differences between
     the  reported  amounts  of assets  and  liabilities  and  their tax  basis.
     Deferred  tax assets are  reduced by a  valuation  allowance  when,  in the
     opinion of management,  it is more likely than not that some portion or all
     of the deferred tax assets and  liabilities are adjusted for the effects of
     changes in tax laws and rates on the date of enactment.  For the six months
     ended June 30, 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
June  30,  2000  (Unaudited)

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

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

     The Company acquired Quantum Transportation in January 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 six  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 June 30, 2000,  an
     additional  2,822,250  shares  would be issued  under this  agreement.  The
     dilution  effect on earnings per share for the additional  shares issued is
     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 June 30, 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 June 30,  2000,  the Company had  $1,084,765  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
June  30,  2000  (Unaudited)

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

Property  and  equipment  consists  of  the  following:

<TABLE>
<CAPTION>
Description                           6/30/00       12/31/99
----------------------------------  ------------  ------------
<S>                                 <C>           <C>
Land                                $   175,975   $   175,975
Buildings and Improvements               13,554        13,554
Office Equipment                        675,075       571,061
Communications Equipment                223,216       183,584
Furniture and Fixtures                   46,216        32,699
Leasehold Improvements                   38,853             0
Trucks, Tractors, and Trailers        9,683,594     9,827,467
Property Held Under Capital Leases    1,512,716     1,476,881
Yard Equipment                          200,085       235,345
                                    ------------  ------------
                                     12,568,094    12,516,566
Less Accumulated Depreciation        (4,701,850)   (3,980,000)
                                    ------------  ------------
                                    $ 7,866,244   $ 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 June 30, 2000 and December 31,
1999.

<TABLE>
<CAPTION>
<S>                                                          <C>              <C>
                                                             June 30, 2000    December 31, 1999
                                                             ===============  ===================
Notes payable to various banks and finance companies;        $    4,377,406   $        5,177,205
payable in monthly installments totaling $202,141
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; 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                                        (2,280,161)          (2,038,470)
                                                             ---------------  -------------------
Long Term Debt, Net of Current                               $    2,097,245   $        3,138,735
                                                             ===============  ===================
</TABLE>


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

ESCO  TRANSPORTATION  CO.
Notes  to  the  Unaudited  Condensed  Financial  Statements
June  30,  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.

<TABLE>
<CAPTION>
<S>                                <C>         <C>
                                      6/30/00    12/31/99
                                   ----------  ----------
Transportation Equipment/Trailers  $1,383,532  $1,347,697
Communications Equipment               75,250      75,250
Office Equipment                       53,934      53,934
                                   ----------  ----------
                                   $1,512,716  $1,476,881
                                   ==========  ==========
</TABLE>

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.  The monthly
installments on these capital leases total $27,925 per month including principal
and  interest.

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
June  30,  2000  (Unaudited)


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

<TABLE>
<CAPTION>
                       Three Months Ended June 30, 2000
               --------------------------------------------------
                                         Depreciation
                             Cost of         and        Interest
                  Sales       Sales      Amortization   Expense
               -----------  -----------  -----------  -----------
<S>            <C>          <C>         <C>       <C>
Intermodal     $ 7,718,032  $5,836,944   $    95,679  $   330,299
Over-the-Road    4,591,993   3,688,004       342,784      133,678
Storage            400,740           0        13,557            0
Other                1,388           0             0            0
               -----------  -----------  -----------  -----------
               $12,712,153  $9,524,948   $   434,020  $   463,977
               ===========  ===========  ===========  ===========
</TABLE>
<TABLE>
<CAPTION>
                       Three Months
                      Ended June 30,
                           2000
                     ----------------
                      Earnings (Loss)
                     ----------------
<S>                  <C>
Intermodal           $      (573,527)
Over-the-Road               (278,679)
Storage                      263,433
Other                          1,388
                     ----------------
                     $      (587,385)
                     ================
</TABLE>
<TABLE>
<CAPTION>
                                                    Six Months Ended June 30, 2000
                                     --------------------------------------------------------
                                                                  Depreciation
                                                       Cost of        And          Interest
                                         Sales          Sales     Amortization     Expense
                                     --------------  -----------  -------------  ------------
<S>                                  <C>             <C>          <C>            <C>
Intermodal                           $  15,471,224   $11,531,099  $     157,588  $  (580,536)
Over-the-Road                            8,271,751     6,418,167        698,223     (278,704)
Storage                                    767,100             0         40,174            0
Other                                        2,720             0              0            0
                                     --------------  -----------  -------------  ------------
                                     $  24,512,795   $17,949,266  $     895,985  $  (859,240)
                                     ==============  ===========  =============  ============

                                                   Six Months Ended June 30, 2000
                                     --------------------------------------------------------
                                                                  Additions to
                                          Earnings    Long-Term    Long-Lived
                                           (Loss)       Assets       Assets      Total Assets
                                     --------------  -----------  -------------  ------------
Intermodal                           $    (536,687)  $ 1,178,154  $      85,625  $ 8,306,185
Over-the-Road                             (538,827)    6,530,128         50,673    9,135,232
Storage                                    469,408       157,962              0    1,007,962
Other                                        2,720             0              0            0
                                     --------------  -----------  -------------  ------------
                                     $    (603,386)  $ 7,866,244  $     136,298  $18,449,379
                                     ==============  ===========  =============  ============
</TABLE>


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

ESCO  TRANSPORTATION  CO.
Notes  to  the  Unaudited  Condensed  Financial  Statements
June  30,  2000  (Unaudited)


Note  8  -  Segment  Information  (Continued)
---------------------------------------------
<TABLE>
<CAPTION>
                        Three Months Ended June 30, 1999
               --------------------------------------------------
                                          Depreciation
                               Cost of        And        Interest
                   Sales        Sales     Amortization   Expense
               -------------  ----------  -------------  --------
<S>            <C>            <C>         <C>            <C>
Intermodal     $   4,990,782  $3,797,990  $      53,246  $184,729
Over-the-Road      3,332,055   2,116,592        308,872   154,434
Storage              132,188           0          6,282         0
Other                    963           0              0         0
               -------------  ----------  -------------  --------
               $   8,455,988  $5,914,582  $     368,400  $339,663
               =============  ==========  =============  ========
</TABLE>

<TABLE>
<CAPTION>
                       Three Months
                      Ended June 30,
                           1999
                     ================
<S>                  <C>
                      Earnings (Loss)
                     ----------------
Intermodal           $       198,099

Over-the-Road                 (5,737)

Storage                       28,991
Other                            963
                     ----------------
                     $       222,316
                     ================
</TABLE>

<TABLE>
<CAPTION>
                          Six Months Ended June 30, 1999
               ---------------------------------------------------
                                           Depreciation
                                Cost of        And        Interest
                   Sales         Sales     Amortization   Expense
               -------------  -----------  -------------  --------
<S>            <C>            <C>          <C>            <C>
               $   9,252,201  $ 6,892,897  $     103,025  $360,607
Intermodal
Over-the-Road      6,063,047    3,883,123        617,724   308,251
Storage              262,618            0         12,564         0
Other                  2,134            0              0         0
               -------------  -----------  -------------  --------
               $  15,580,000  $10,776,020  $     733,313  $668,858
               =============  ===========  =============  ========
</TABLE>

<TABLE>
<CAPTION>
                           Six Months Ended June 30, 1999
               ------------------------------------------------------
                                           Additions to
                  Earnings     Long-Term   Long-Lived
                   (Loss)        Assets      Assets     Total Assets
               --------------  ----------  -----------  -------------
<S>            <C>             <C>         <C>          <C>
Intermodal     $     173,936   $  827,615  $         0  $   4,669,221
Over-the-Road       (149,725)   6,320,867            0      8,068,034
Storage               56,224      225,819            0        756,249
Other                  2,134            0            0              0
               --------------  ----------  -----------  -------------
               $      82,569   $7,374,302  $         0  $  13,493,505
               ==============  ==========  ===========  =============
</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  June  30,  2000,  all  of  the Company's operations are
conducted  within  the  United  States.


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

ESCO  TRANSPORTATION  CO.
Notes  to  the  Unaudited  Condensed  Financial  Statements
June  30,  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  is  addressing  its  historical  losses  with  the
preparation  and  implementation  of a revised operational plan and budget which
includes  profitability  for  each  division  during 2000 and a reduction of the
Company's  over-the-road  fleet.  The plan includes the continued implementation
of  budgetary  controls  and  cost  control  measures in all areas of operation.
Management  has  begun  to  update  its  accounting and dispatch system to a new
platform  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 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  June 30, 2000, the Company paid $31,208 to a former
spouse of the Chief Executive Officer and majority stockholder of the Company in
conjunction  with  a  stock purchase agreement between the former spouse and the
majority  stockholder  of  the  Company.


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

ESCO  TRANSPORTATION  CO.
Notes  to  the  Unaudited  Condensed  Financial  Statements
June  30,  2000  (Unaudited)


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

During  the  quarter  ended  June 30, 2000, the shares previously issued under a
management  incentive  agreement  for  the  former president and chief financial
officer  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  June 30, 2000, the Company had pledged $100,000 of cash accounts as security
for  a  personal note payable to a majority stockholder.  Subsequent to June 30,
2000,  the  cash  security was offset against a personal loan of the stockholder
and  is  reported  as  a  cash advance in the accompanying financial statements.

Note  12  -  Acquisitions
-------------------------

QUANTUM

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 June 30, 2000,
the  additional  shares  of  stock  to  be  issued  total 2,822,250 shares.  The
purchase  transaction  resulted  in  the recording of goodwill totaling $368,659
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 three month period
ended  June  30,  1999  as if the Quantum transaction had occurred at that date.

<TABLE>
<CAPTION>
               Income before           Net Income
Revenue     extraordinary items          (Loss)       Net Earnings per share
----------  --------------------  ------------------  -----------------------
<S>         <C>                   <C>                 <C>
9,278,427   $            251,619  $          251,619  $                  .017
</TABLE>


                                       16
<PAGE>
ITEM  1.     Financial  Statements  (Continued)

ESCO  TRANSPORTATION  CO.
Notes  to  the  Unaudited  Condensed  Financial  Statements
June  30,  2000  (Unaudited)


Note  12  -  Acquisitions  (Continued)
--------------------------------------

FISHER  TRUCKING

During  the  quarter  ended  June 30, 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.   Effective May 1, 2000, management has entered into an
informal  agreement  with  Fisher  to  acquire  its  operations.  The  agreement
provides  for  ESCO  to  lease  equipment  from  Fisher  through the term of the
outstanding  debt  held by Fisher against the equipment.  Upon the completion of
the  lease, the equipment will transfer to ESCO.  ESCO assumed all operations of
Fisher  from May 1, 2000 forward.  All assets and liabilities of Fisher prior to
May  1,  2000  remain  with  Fisher  Trucking,  Inc.

A  major  stockholder  of  ESCO  has also agreed to contribute 100,000 shares of
personal  ESCO  stock as additional compensation to consummate this transaction.
As of June 30, 2000, these shares have not been transferred to Fisher.  ESCO has
paid  no  cash  to  Fisher  as  part of the purchase price for this transaction.

KISER,  INC.

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.

As  part of the original management agreement with Kiser, ESCO agreed to finance
$457,256  of Kiser net trade accounts receivable which were transferred to ESCO.
The  cash collected for a portion of these receivables was not forwarded to ESCO
as agreed and during the quarter ended June 30, 2000, Kiser filed for protection
under  Chapter  11  of  the  U.S. Bankruptcy Code.  The Company is attempting to
collect  the  amounts  due  from Kiser.  During the quarter ended June 30, 2000,
ESCO  provided  an  allowance  of  $354,627  for possible losses related to this
transaction.


                                       17
<PAGE>
ITEM  1.     Financial  Statements  (Continued)

ESCO  TRANSPORTATION  CO.
Notes  to  the  Unaudited  Condensed  Financial  Statements
June  30,  2000  (Unaudited)


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

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, and and
other  conditions imposed by Compass Bank pursuant to the terms of the April 20,
2000  Agreement.  A  number  of these terms have not been met by the Company and
the  Company  is  presently working with Compass Bank to resolve any outstanding
issues  to  its  satisfaction.  Compass has extended the deadline referred to in
the  agreement  until  September  1,  2000.


                                       18
<PAGE>
ITEM  2.    MANAGEMENT'S  DISCUSSION,  ANALYSIS,  AND  PLAN  OF  OPERATION


OVERVIEW
--------


The  quarter  ended  June  30,  2000  was a period of repositioning for ESCO and
management  of  the  Company.  During  this  period, ESCO's president, Robert J.
Weaver,  and its Chief Financial Officer, Robert F.  Darilek, resigned to pursue
other  interests.  In  addition,  a  board member Bernard Vlahakis also resigned
effective  July  6,  2000.  ESCO's  management has used these resignations as an
opportunity  to revise its operating plan for the second half of the 2000 fiscal
year.  The  revised  plan includes additional reductions of top management staff
which equates to a total cost savings of approximately $600,000 on an annualized
basis.  Management has also taken steps during the second quarter and the months
of  July  and  August  to revise its 2000 budget and implement changes which are
needed  in  the  over-the-road division to make it a profitable operation.  ESCO
has  historically operated profitably in the intermodal division before one-time
adjustments  but  it  has  also  shown  losses historically in the over-the-road
division.  Management's  short-term  plan  is to reduce the over-the-road fleet,
replace  outdated  and  deteriorating  equipment  and redirect its over-the-road
division  into  traffic  lanes  which  only  produce revenues per mile which can
generate  profitable  operations  in this division.  Management has continued to
evaluate  and  improve  its  intermodal operations and its storage and container
yard  operations.  These  divisions  continued  to  show  strong  profits before
one-time adjustments and are expected to continue with profitability through the
end  of  2000.

The  Company  finished the second quarter with a loss of $(587,385) or 4.7 cents
per  share  and  a  year-to-date  loss of $(603,386).  The profitable operations
before one-time adjustments of the Company's intermodal division (which combines
the  intermodal  and  storage  segments) were offset by losses of the Springdale
division  as  detailed  in  the  segment  reporting  in  our quarterly financial
statements.  In  this quarter, management has also elected to record substantial
one-time  accounts  receivable  write-offs in the intermodal division related to
potentially  uncollectable  receivables which were outstanding at June 30, 2000.
The  most  significant  portion  of  this  write-off  relates to the Kiser, Inc.
adjustment  as  discussed  in Note 12 to the financial statements.  In addition,
the Company has provided for potential write-offs in the intermodal division for
advances  made  to  former  employees  or existing employees which may be deemed
uncollectable  and  has  accrued  for the assessment of prior-year payroll taxes
assessed  against the Company during the three-month period ended June 30, 2000,
but  relates  to  prior  years.


In  addition,  in  the  second quarter of 2000, management has continued to work
with  Compass  Bank  in  its agreement to provide working capital for ESCO on an
ongoing  basis.  Both  ESCO  and Compass are generating a team effort to provide
short-term  capital  to  ESCO  during  this  period  of  repositioning.

During  the  second  quarter  of  2000,  management continues to actively pursue
potential  investors to re-capitalize the Company.  Management continues to seek
additional  equity  and/or subordinated debt to help improve the working capital
ratio  and  debt-to-equity  ratio.


                                       19
<PAGE>
ITEM  2.    Management's Discussion, Analysis, and Plan of Operation (Continued)

OPERATIONS
----------

As  stated  above,  the  Company operated at a loss of $(587,385) for the second
quarter  which is substantially below budget but is an improvement over the 1999
operations  when  the  one-time  adjustments  are  removed.  Freight revenue has
exceeded budget by approximately $1,103,000 or 4.7% of budget and reflects a 67%
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 June
30,  2000.   In addition, revenues for the quarter were increased resulting from
the  Selma,  Alabama  operation.  The  Company's  intermodal  operations  also
experienced strong internal growth through increased business in all regions and
divisions  of  the  Company.

The  Company's  cash  flow during the second quarter continued to be limited and
100%  of  the  Company's  receivables  were  factored through Commercial Billing
Services  and  Compass  Bank.  During  the  second  quarter of 2000, the Company
continued to operate under its renegotiated factoring agreement with the bank as
referred  to  in our annual audited financial statement.  Subsequent to June 30,
2000,  management and the bank have agreed to reduce the cap on the line to $9.5
million  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 decreased from $494,116 in 1999 to $(140,849) in
2000  before  interest expense.  Interest expense increased by approximately 37%
over  the  same  period  in  1999 primarily due to the increase in the factoring
line,  reduction of long-term debt at lower interest rates, and the cost of bank
fees  associated  with  the  Company's  forbearance  agreement.  Operating  and
administrative expenses increased by 72% from 1999 primarily attributable to the
new  locations  in  Minneapolis,  Minnesota;  Ripon, California; and Fort Smith,
Arkansas  and  Selma,  Alabama added during the first and second quarters.  As a
percentage  of revenue, operating and administrative costs increased from 20% in
1999  to  23%  in  2000.

During  the  quarter,  collections  improved  substantially  as management began
operating  under its revised collection procedures which included decentralizing
collection  efforts  from  the  corporate office to individual terminal offices.
This  change  has  facilitated the Company's collections process and has improve
the  processing  of  paperwork  and the support needed by the customers prior to
payment.  These  collection  efforts are part of the steps which have attributed
to  the  Company's  ability  to operate under its reduced credit line at Compass
Bank.

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

During  the  quarter ended June 30, 2000, the Company continued to implement its
Year  2000  plan which addresses the issues associated with Year 2000 processing
problems  and  the  Company's  computer  programs.  The  progress  made  was  in
accordance  with  the plan, including progress on implementation of a new system
which has gone online for one division in June 2000 and is expected to go online
in  all other divisions on or before December 2000.  There is 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.


                                       20
<PAGE>
ITEM  2.    Management's Discussion, Analysis, and Plan of Operation (Continued)

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

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.

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.


                                       21
<PAGE>
ITEM  2.    Management's Discussion, Analysis, and Plan of Operation (Continued)

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.

SIGNIFICANT  EVENTS
-------------------

As stated in the overview, during the quarter ended June 30, 2000, the Company's
President/Chief Operating Officer and Chief Financial Officer resigned to pursue
other  interests.  This  significant  management change has been accepted by the
remaining  management  of  ESCO  as  a substantial opportunity to improve on the
changes  that  have  been  made  during  the  past year and a half and use those
efforts as a means of turning ESCO's operations into profitable operations.  The
substantial  changes  in  administrative  costs  will  allow  ESCO  additional
flexibility  to  go  forward  with  its  remaining  management  team.  The
responsibilities  of  the  President and Chief Executive Officer were resumed by
Edwis  Selph,  Sr.  and  he  continues to work with prior management to ensure a
smooth  transition  and  improved  operations  for  the  company  as  a  whole.
Management  sees  this  significant  change  as a positive step towards improved
Company  operations.

In  addition, the Executive Vice President and Corporate Secretary also resigned
in  June,  2000.

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

During  the  quarter  ended  June 30, 2000, the Company paid $31,208 to a former
spouse 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  June 30, 2000, the shares previously issued under a
management  incentive  agreement  for  the  President/Chief Operating Office and
Chief  Financial  Officer  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.

Subsequent to the quarter ended June 30, 2000, the Company offset cash which had
been  pledged  as  security  for a personal note payable to a bank by a majority
stockholder.    The  transaction  was  reported  as  a  cash  advance  in  the
accompanying  financial  statements.


                                       22
<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.

Case  No.  USDC  LR-C-99-807; Jackie Brown, individually and as administrator of
the  estate  of  Katrina  Brown,  deceased,  and  as  husband of Nancy K. Brown,
individually,  and  Chris Brown, individually versus ESCO Transportation Co. and
Joe  W.  Jones.

     This case results from a motor vehicle accident which occurred in 1999. The
     case resulted in injuries and a fatality.  Management  is  consulting  with
     counsel but is of the opinion that it can be concluded satisfactorily.  The
     incident falls within the insurance coverage maintained by the Company.

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 - Filed July 6, 2000 regarding the
             resignation of Robert J.  Weaver,  President  and  Chief  Operating
             Officer; Robert F. Darilek, Chief Financial  Officer;  and  Bernard
             Vlahakis, Board Member.


                                       23
<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


______________________________              _____________________________
Becky  Clamp,  CPA                          Date
Controller


                                       24
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