Page 1 of 7

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

                                FORM 10-Q


(Mark One)

/ X /  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
  
For the quarterly period ended        June 30, 1997                       
 
                                   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     1-10105   

                          MATLACK SYSTEMS, INC.                           
         (Exact name of registrant as specified in its charter)


   DELAWARE                                             51-0310173        
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                    Identification No.)

One Rollins Plaza, Wilmington, Delaware                      19803        
(Address of principal executive offices)                   (Zip Code)

                              (302) 426-2700                              
          (Registrant's telephone number, including area code)

                                                                         
                       (Former name of registrant)

     Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 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 _____


     The number of shares of the registrant's common stock outstanding as
of June 30, 1997 was 8,762,725.






FORM 10-Q                                                     Page 2 of 7
                     PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

     The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with the instructions to Form 10-Q and do
not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.  In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. 
Operating results for the quarter and nine months ended June 30, 1997 are
not necessarily indicative of the results that may be expected for the year
ending September 30, 1997.  These statements should be read in conjunction
with the financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended September 30, 1996.

                          MATLACK SYSTEMS, INC.
                   CONSOLIDATED STATEMENT OF EARNINGS
               ($000 Omitted Except for Per Share Amounts)


                                Quarter Ended       Nine Months Ended
                                  June 30,               June 30,    
                                1997     1996        1997      1996

Revenues                      $60,918  $57,600     $172,013  $170,828

Operating expenses             50,907   48,678      145,397   143,659
Depreciation                    3,317    3,000        9,815     8,913
Selling and administrative 
  expenses                      4,515    4,626       13,014    13,783
Other income                      (55)      (4)         (99)       (2)
                               58,684   56,300      168,127   166,353

Operating earnings              2,234    1,300        3,886     4,475

Interest expense                  780      678        2,334     2,220

Earnings before income taxes    1,454      622        1,552     2,255

Income taxes                      721      352          768     1,082

Net earnings                  $   733  $   270     $    784  $  1,173

Earnings per share            $   .08  $   .03     $    .09  $    .13

Average common shares and 
  equivalents outstanding (000)                       8,816     8,874

Dividends paid per share        None     None         None      None  

<PAGE>
FORM 10-Q                                                     Page 3 of 7

                          MATLACK SYSTEMS, INC.
                       CONSOLIDATED BALANCE SHEET
                             ($000 Omitted)


                                                 June 30,   September 30,
               ASSETS                             1997          1996  
Current assets
  Cash                                          $  2,435      $  3,019
  Accounts receivable, net of allowance for
    doubtful accounts: June-$363;
    September-$414                                28,585        24,282
  Inventories                                      5,302         5,439
  Other current assets                             3,535         2,907
  Refundable income taxes                           -            1,114
  Deferred income taxes                            1,044         1,885
      Total current assets                        40,901        38,646

Property and equipment, at cost, net of 
  accumulated depreciation of: 
  June-$126,276; September-$125,858               89,797        89,267
Other assets                                         231           214
     Total assets                               $130,929      $128,127
   
     LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Accounts payable                              $  8,797      $ 10,047
  Accrued liabilities                              8,134        10,174
  Income taxes payable                               514           -
  Current maturities of long-term debt             7,007         6,213
      Total current liabilities                   24,452        26,434

Long-term debt                                    34,125        29,878
Insurance reserves                                 2,703         1,716
Other liabilities                                  2,384         2,023
Deferred income taxes                             10,851        12,400

Commitments and contingent liabilities
  See Part II Legal Proceedings

Shareholders' equity:
  Preferred stock, $1 par value,
    1,000,000 shares authorized; issued and
    outstanding - None
  Common stock, $1 par value, 
    24,000,000 shares authorized; 
    issued and outstanding: 
    June-8,762,725 and 
    September-8,762,116                            8,763         8,762
  Additional paid-in capital                      10,506        10,553
  Retained earnings                               37,145        36,361
      Total shareholders' equity                  56,414        55,676
      Total liabilities and 
        shareholders' equity                    $130,929      $128,127
<PAGE>
FORM 10-Q                                                     Page 4 of 7

                          MATLACK SYSTEMS, INC.
                  CONSOLIDATED STATEMENT OF CASH FLOWS
                             ($000 Omitted)

                                                       Nine Months Ended
                                                            June 30,   
                                                        1997      1996 

Cash flows from operating activities:
  Net earnings                                         $   784   $ 1,173
  Adjustments to reconcile net earnings to net
    cash provided by operating activities:            
    Depreciation and amortization                        9,832     8,913
    Changes in assets and liabilities:
       Accounts receivable                              (4,303)      494 
       Inventories and other assets                       (508)      434 
       Accounts payable and accrued liabilities         (3,291)   (3,070)
       Current and deferred income taxes                   920       460 
       Other, net                                        1,248      (591)
Net cash provided by operating activities                4,682     7,813

Cash flows from investing activities:                            
  Purchase of property and equipment                   (11,258)   (5,084)
  Proceeds from sale of equipment                          996        77
Net cash used in investing activities                  (10,262)   (5,007)

Cash flows from financing activities:
  Proceeds of long-term debt                            38,200    29,410
  Repayment of long-term debt                          (33,158)  (31,661)
  Exercise of stock options                                 30        21
  Common stock acquired and retired                        (76)     -   
Net cash provided by (used in) financing activities      4,996    (2,230)
   
Net (decrease) increase in cash                           (584)      576 
Cash beginning of period                                 3,019     2,845
Cash end of period                                     $ 2,435   $ 3,421

Supplemental information:
  Interest paid                                        $ 2,373   $ 2,223
  Income taxes (recovered) paid                        $  (152)  $   622


<PAGE>
FORM 10-Q                                                     Page 5 of 7

Item  2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations:  Nine Months Ended June 30, 1997 vs. Nine Months
Ended June 30, 1996

  Revenues for the nine months ended June 30, 1997 increased by $1,185,000
(.7%) to $172,013,000 from $170,828,000.  The number of loads carried
decreased 2.1% while average miles per load increased 4.7%.  Revenues from
the Company's non-bulk trucking subsidiaries continued to increase and
represented more than 20% of revenues in fiscal 1997.

  Operating expenses increased by $1,738,000 (1.2%) reflecting the increase
in the level of business.  Higher fuel prices caused an increase in fuel
costs of $1,384,000 compared with the same nine months of last fiscal year. 
Higher maintenance costs also contributed to the operating expense
increase.  Cost containment efforts and a lower level of equipment rentals
helped to mitigate the effects of the higher fuel and maintenance costs.

  Depreciation expense increased by $902,000 (10.1%) principally due to the
capital expenditures made during fiscal 1996 and the higher level of
capital spending during the first nine months of fiscal 1997.

  Selling and administrative expenses decreased by $769,000 (5.6%) mainly
through the realignment of certain cost centers designed to eliminate
duplicative or non-essential costs.

  Interest expense for the nine months ended June 30, 1997 increased by
$114,000 (5.1%) due to the higher level of borrowing during the current
fiscal year combined with slightly higher interest rates.

  The effective income tax rates for the nine months ended June 30, 1997
and 1996 were 49.5% and 48.0%, respectively.  Non-deductible expenses and
lower earnings caused the increase in the effective tax rate for fiscal
1997.

  Net earnings decreased to $784,000 or $.09 per share from $1,173,000 or
$.13 per share in the prior year.  The decrease in earnings resulted
principally from higher operating and depreciation expense.

Results of Operations:  Quarter Ended June 30, 1997 vs. Quarter Ended June
30, 1996

  Revenues for the quarter ended June 30, 1997 were $60,918,000 compared
with $57,600,000 reported in the third quarter last year.  The increase of
$3,318,000 (5.8%) resulted from an increase in bulk trucking revenues of
approximately 4% and an increase in all other non-bulk trucking revenues of
approximately 18%.

  Operating expenses increased by $2,229,000 (4.6%) reflecting the higher
level of business.  Fuel and maintenance costs accounted for approximately
$904,000 of the increase.  Driver and mechanics compensation costs
increased by $1,325,000 as a result of the higher level of business
experienced.

  Capital expenditures made in fiscal 1996 and during the current year
resulted in an increase in depreciation expense of $317,000 (10.6%) for the
quarter ended June 30, 1997.




FORM 10-Q                                                     Page 6 of 7

  Selling and administrative expenses decreased by $111,000 (2.4%) as a
result of cost containment efforts and the elimination of certain redundant
expenses.  As a percentage of revenues, selling and administrative expenses
were 7.4% and 8.0% in 1997 and 1996, respectively.

  Interest expense increased $102,000 (15.0%) primarily caused by a higher
level of borrowings during the current fiscal year compared with last year. 
The Company reduced indebtedness by $662,000 between March 31, 1997 and
June 30, 1997.

  The effective income tax rates for the quarters ended June 30, 1997 and
1996 were 49.6% and 56.6%, respectively.

  Net earnings increased to $733,000 or $.08 per share from $270,000 or
$.03 per share in the prior year.  The increase in earnings resulted
principally from the higher level of business.

Liquidity and Capital Resources

  During the first nine months of fiscal 1997, the Company financed its net
capital additions of $10,262,000 through the use of new long-term debt of
$5,042,000, net cash provided by operating activities of $4,682,000 and
available cash.  At June 30, 1997, a total of $1,074,000 was available to
the Company under its $30,000,000 revolving credit facility.

  Otherwise, there have been no material changes in the Company's financial
condition and its liquidity and capital resources since September 30, 1996. 
For further details, see the Company's 1996 Annual Report to Shareholders
on Form 10-K for the year ended September 30, 1996.



                       PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

  There are no material legal proceedings to which the Company or any of
its subsidiaries is a party.  Certain subsidiaries of the Company are
involved in ordinary routine litigation incidental to the operation of its
business.

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.


FORM 10-Q                                                     Page 7 of 7

Item 6.  Exhibits and Reports on Form 8-K
  None.


                               SIGNATURES


  Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


DATE:    July 23, 1997                 MATLACK SYSTEMS, INC.     
                                         (Registrant)



                                   /s/ G. J. Trippitelli           
                                   G. J. Trippitelli
                                   President and Chief Executive Officer



                                   /s/ Patrick J. Bagley           
                                   Patrick J. Bagley    
                                   Vice President-Finance and Treasurer 
                                   Chief Financial Officer
                                   Chief Accounting Officer