<PAGE>   1
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                             ====================         
                                      
                                  FORM 10-Q

       X      QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  
     -------  SECURITIES EXCHANGE ACT FOR THE  QUARTER  ENDED JANUARY 31, 1997

              
     -------  TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
              SECURITIES ACT OF 1934 FOR THE  TRANSACTION  PERIOD
              FROM __________ TO _________.


                       COMMISSION FILE NUMBER: 000-21057

                            ------------------------

                                  DYNAMEX INC.
             (Exact Name of Registrant as Specified in Its Charter)

           DELAWARE                                86-0712225
(State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
Incorporation or Organization)

         2630 SKYMARK AVENUE
             SUITE 610
        MISSISSAUGA, ONTARIO                            L4W 5A4
(Address of Principal Executive Office)                (Zip Code)

              Registrant's telephone number, including area code:
                                 (905) 238-6414


     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 latest practicable date:

         6,965,105 SHARES OF COMMON STOCK, $.01 PAR VALUE, OUTSTANDING
AS OF FEBRUARY 28, 1997.
<PAGE>   2



DYNAMEX INC. AND SUBSIDIARIES



                                     INDEX
<TABLE>
<CAPTION>

                                                                           Page
                                                                           ----
<S>                                                                        <C>
PART I. FINANCIAL INFORMATION

      Item 1. Financial Statements.

              Condensed Consolidated Balance Sheets                          2
               July 31, 1996 and January 31, 1997 (Unaudited)

              Condensed Consolidated Statements of Operations (Unaudited)    3
               Three and Six Months ended January 31, 1996 and 1997
               and Pro Forma

              Condensed Consolidated Statements of Cash Flows                4
               Six Months ended January 31, 1996 and 1997
               and Pro Forma

              Notes to Consolidated Financial Statements                     5

       Item 2. Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                     7

PART II. OTHER INFORMATION

       Item 2.    Changes in Securities                                     12

       Item 6.    Exhibits and Reports on Form 8-K                          12
</TABLE>



<PAGE>   3


DYNAMEX INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands Except Per Share Data)

<TABLE>
<CAPTION>


                                                         July 31,    January 31,
                                                           1996        1997
                                                         --------    --------
ASSETS                                                              (Unaudited)
<S>                                                      <C>         <C>     
CURRENT
    Cash and cash equivalents                            $    894    $  1,599
    Accounts receivable - net                              11,141      16,424
    Prepaid and other current assets                          856       1,955
                                                         --------    --------
                                                           12,891      19,978

PROPERTY AND EQUIPMENT - net                                2,047       4,217
INTANGIBLES - net                                          18,196      36,466
DEFERRED OFFERING EXPENSES                                    763          --
OTHER ASSETS                                                1,102       1,443
                                                         --------    --------

                                                         $ 34,999    $ 62,104
                                                         ========    ========

LIABILITIES

CURRENT
    Accounts payable                                     $  1,088    $    648
    Accrued liabilities                                     5,446       9,518
    Current portion of long-term debt                       2,271         315
                                                         --------    --------
                                                            8,805      10,481

LONG-TERM DEBT                                             20,036      16,626
                                                         --------    --------
                                                           28,841      27,107
                                                         --------    --------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
    Preferred stock; 10,000,000 shares authorized;
      none outstanding                                         --          --
    Common stock 50,000,000 shares authorized;
      2,543,460 and 6,869,105 shares outstanding               25          69
    Stock warrants                                            624          --
    Additional paid-in capital                              8,756      37,056
    Accumulated deficit                                    (3,262)     (2,323)
    Unrealized foreign currency translation adjustment         15         195
                                                         --------    --------
                                                            6,158      34,997
                                                         --------    --------

                                                         $ 34,999    $ 62,104
                                                         ========    ========
</TABLE>


          See accompanying notes to consolidated financial statements


                                       2


<PAGE>   4


DYNAMEX INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands Except Per Share Data)
(Unaudited)

<TABLE>
<CAPTION>

                                                     Three Months Ended           Six Months Ended        Six Months Ended
                                                         January 31,                 January 31,             January 31,
                                             -------------------------------   --------------------    -------------------
                                               1996        1996       1997       1996        1997        1996       1997
                                             --------    --------   --------   --------    --------    --------   --------
                                                         Proforma                                             Pro forma
<S>                                          <C>         <C>        <C>        <C>         <C>         <C>        <C>     
SALES                                        $ 15,456    $ 25,811   $ 29,946   $ 28,861    $ 56,846    $ 50,829   $ 57,601

COST OF SALES                                  11,058      17,483     20,106     20,645      38,099      33,827     38,559
                                             --------    --------   --------   --------    --------    --------   --------
GROSS PROFIT                                    4,398       8,328      9,840      8,216      18,747      17,002     19,042

SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES                         3,769       6,910      7,638      7,195      14,564      14,140     14,801

DEPRECIATION AND AMORTIZATION                     334         663        834        602       1,517       1,301      1,534
                                             --------    --------   --------   --------    --------    --------   --------

OPERATING INCOME                                  295         755      1,368        419       2,666       1,561      2,707

INTEREST EXPENSE                                  313         555        236        496         508       1,066        425
                                             --------    --------   --------   --------    --------    --------   --------

INCOME (LOSS) BEFORE TAXES                        (18)        200      1,132        (77)      2,158         495      2,282

INCOME TAXES                                        4          88        453          8         861         218        910
                                             --------    --------   --------   --------    --------    --------   --------

INCOME BEFORE EXTRAORDINARY ITEM                  (22)        112        679        (85)      1,297         277      1,372

EXTRAORDINARY ITEM - Loss on repayment of
Junior subordinated Debentures (less
applicable income taxes of $223)                 --          --         --         --          (335)       --         --
                                             --------    --------   --------   --------    --------    --------   --------

NET INCOME (LOSS)                            $    (22)   $    112   $    679   $    (85)   $    962    $    277   $  1,372
                                             ========    ========   ========   ========    ========    ========   ========

NET INCOME (LOSS) PER COMMON SHARE
   Income (loss) before extraordinary item   $  (0.01)   $   0.02   $   0.10   $  (0.02)   $   0.20    $   0.06   $   0.20
   Extraordinary item                            --          --         --         --         (0.05)       --         --
                                             ========    ========   ========   ========    ========    ========   ========
   Net income (loss) per common share        $  (0.01)   $   0.02   $   0.10   $  (0.02)   $   0.15    $   0.06   $   0.20
                                             ========    ========   ========   ========    ========    ========   ========

WEIGHTED AVERAGE COMMON SHARES
     OUTSTANDING                                3,732       4,493      6,942      3,732       6,440       4,493      6,755
                                             ========    ========   ========   ========    ========    ========   ========
</TABLE>



        See accompanying notes to the consolidated financial statements


                                       3


<PAGE>   5


DYNAMEX INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)

<TABLE>
<CAPTION>
                                                                 Six Months Ended           Six Months Ended
                                                                    January 31,                 January 31,
                                                            ------------------------    ------------------------
                                                               1996          1997          1996          1997
                                                            ----------    ----------    ----------    ----------
                                                                                                Pro forma
<S>                                                         <C>           <C>           <C>           <C>       
OPERATING ACTIVITIES
Net income (loss)                                           $      (85)   $      962    $      277    $    1,371

Adjustment to reconcile net income (loss) to net cash
 provided by operating activities:
     Depreciation and amortization                                 603         1,518         1,301         1,534
     Loss on disposition stock warrant                            --             558          --            --
     Unrealized foreign currency adjustment                        (41)          180           (41)          180
Changes in current assets and current liabilities:
    Accounts receivable                                             81        (1,780)         (158)       (1,780)
    Prepaids and other assets                                     (227)         (361)           35          (361)
    Accounts payable and accrued expenses                          862         1,769           292         1,717
                                                            ----------    ----------    ----------    ----------
Net cash provided by operating activities                        1,193         2,846         1,706         2,661
                                                            ----------    ----------    ----------    ----------

INVESTING ACTIVITIES

Payment for acquisitions                                       (11,862)      (14,129)         --          (7,280)
Purchase of property and equipment                                (152)         (759)         (331)         (687)
Increase in other assets                                          --            --            --            --
                                                            ----------    ----------    ----------    ----------
Net cash used by financing activities                          (12,014)      (14,888)         (331)       (7,967)
                                                            ----------    ----------    ----------    ----------

FINANCING ACTIVITIES

Principal payment on long-term debt                             12,877        (8,051)        1,088         6,347
Net borrowing under line of credit                                 133          --              63          --
Net proceeds from sale of common stock                            --          21,148          --            --
Other assets, deferred offering expenses and intangibles          (901)         (350)       (1,200)         (485)
                                                            ----------    ----------    ----------    ----------
Net cash provided (used) by financing activities                12,109        12,747           (49)        5,862
                                                            ----------    ----------    ----------    ----------

NET INCREASE IN CASH                                             1,288           705         1,326           556

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                     506           894         2,354         1,043
                                                            ==========    ==========    ==========    ==========
CASH AND CASH EQUIVALENTS, END OF PERIOD                    $    1,794    $    1,599    $    3,680    $    1,599
                                                            ==========    ==========    ==========    ==========

SUPPLEMENTAL DISCLOSURE ON NON-CASH
   INFORMATION
Cash paid for interest                                      $      264    $      559
                                                            ==========    ----------

SUPPLEMENTAL DISCLOSURE OF NON-CASH
   INVESTING AND FINANCING ACTIVITIES
Capital lease obligations                                   $       51    $      196    $       51    $      196
                                                            ==========    ==========    ==========    ==========
Inconjunction with the acquisition described, liabilities
 were assumed as follows:
    Fair value of assets acquired                           $   14,288        18,401    $     --      $    9,199
    Cash paid                                                  (11,862)      (14,129)         --          (7,280)
                                                            ==========    ==========    ==========    ==========
    Liabilities assumed and incurred                        $    2,426         4,272    $     --      $    1,919
                                                            ==========    ==========    ==========    ==========
</TABLE>


                                       4


<PAGE>   6


DYNAMEX INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



1.       BASIS OF PRESENTATION

         The accompanying unaudited condensed consolidated interim financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and thus do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.

         The accompanying Unaudited Pro Forma Condensed Consolidated Statements
of Operations present the comparative results of operations for the six months
ended January 31, 1997 as if the Company's initial public offering ("IPO") and
five acquisitions closed concurrently with the IPO ("IPO Acquisitions") had
occurred as of the beginning of that period. Consequently, the results of
operations for this period include the issuance of 173,485 shares of common
stock as partial consideration for the IPO Acquisitions and the issuance of
2,990,000 shares of common stock pursuant to the IPO. The accompanying
Unaudited Pro Forma Condensed Statement of Operations presents the comparative
results of operations for the six and three month periods ended January 31,
1996 as if the acquisition of the on-demand, ground courier operations of Mayne
Nickless and the IPO Acquisitions had occurred as of the beginning of that
period. Consequently, the results of operations for these periods include the
issuance of 173,485 shares of common stock and the issuance of 1,134,000 shares
of common stock pursuant to the IPO, the proceeds from such shares being used
to finance the cash portion of the IPO Acquisitions. In addition, the Pro Forma
results of operations have been adjusted to reflect the effect of changes to
certain components of costs and expenses. These items include adjustments to
compensation to owners and managers of the IPO Acquired Companies to reflect
agreed upon compensation levels subsequent to the acquisition by the Company,
adjustments to rental expense to reflect agreed upon modifications to lease
agreements to be effective subsequent to the acquisition by the Company and
adjustments to certain corporate overhead, other costs and expenses which are
not ongoing costs of the businesses acquired and would not have been incurred
had the acquisitions by the Company occurred at the beginning of the period.
Each of the above mentioned acquisitions has been accounted for under the
purchase method of accounting. Accordingly, the total purchase price, including
transaction costs, has been allocated to the assets and liabilities of the
acquired businesses based on their estimated fair value.

         The unaudited Pro Forma Condensed Consolidated Statements of Cash
Flows give additional effect to the issuance of the balance of shares of common
stock issued in connection with the IPO, the application of the proceeds
thereof and the mandatory exercise of the bridge warrants simultaneously
therewith.

         The pro forma results are not necessarily indicative of actual results
which might have occurred had the operations of the Company and the acquired
businesses been combined at the beginning of the periods presented.

         The Condensed Consolidated Balance Sheet at July 31, 1996 has been
derived from the Company's Form 10-K for the year ended July 31, 1996. In the
opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been included.





                                       5


<PAGE>   7


DYNAMEX INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 (Unaudited)



2.       CAPITAL STOCK

         In August 1996, the Company completed the IPO. Pursuant to the IPO the
Company issued 2,600,000 shares of its $.01 par value common stock at the
offering price of $8.00 per share, less underwriters' discount and offering
costs. In September 1996, the Underwriters exercised their over-allotment
option pursuant to which the Company issued an additional 390,000 shares of
common stock, also at the offering price of $8.00 per share, less underwriters'
discount.

         Concurrently with the closing of the IPO, the Company issued options
to purchase 257,000 shares of common stock pursuant to the 1996 Stock Option
Plan. All of the options are exercisable at $8.00 per share, the initial public
offering price.

3.       BUSINESS COMBINATIONS

         In October 1996, the Company acquired the same-day delivery business
of Express-It (New York, New York) for 444,250 shares of Common Stock and
acquired substantially all of the assets of Dollar Courier (San Diego,
California) for total consideration of approximately of approximately $330,000,
payable over approximately two years. In December 1996, the Company acquired
Boogey Transportation Ltd. (Saskatoon, Saskatchewan) for approximately $471,000
in cash and 22,920 shares of common stock and certain of the assets of Winged
Foot Couriers, Inc. (New York, New York) for approximately $675,000 in cash. In
January 1997, the Company acquired Max America Holdings, Inc. and the assets of
One Hour Delivery Service, Inc. and Priority Parcel Express, Inc., all of which
operate in Dallas, Texas, for total consideration of approximately $8,700,000,
including 154,990 shares of common stock.






















                                       6


<PAGE>   8



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS


A.       MATERIAL CHANGES IN FINANCIAL CONDITION

         For the six months ended January 31, 1997 the Company's pro forma
         earnings before interest, taxes, depreciation and amortization
         ("EBITDA") amounted to approximately $4.2 million as compared to $2.6
         million for the same period one year earlier. This increase reflects
         the additional cash flow resulting from the acquisitions made during
         the past twelve months and the increased sales and improved
         profitability from the Company's existing operations.

         Net proceeds of the Company's IPO amounted to approximately $21.4
         million. Approximately $8.4 million of this amount was utilized to
         complete the acquisitions at the time of the IPO and the balance was
         utilized to reduce long-term debt.

         Subsequent to the IPO, the Company has completed eight acquisitions
         with total consideration of approximately $16.2 million, consisting of
         $9.9 million in cash and $6.3 million in the form of the Company's
         common stock (718,160 shares). Based on each of these acquired
         company's most recent annual (or annualized, in certain instances)
         historical operating results, and adjusted for certain pro forma items
         such as changes in owners' compensation, these eight businesses have
         combined annual revenues of approximately $24.0 million and EBITDA of
         approximately $2.8 million.

         As of February 28, 1997, amounts outstanding under the Company's $40
         million revolving credit facility are approximately $18.8 million.

         The Company anticipates utilizing its cash flow from operations,
         proceeds from its revolving credit facility and the issuance of
         additional shares of its common stock to complete additional
         acquisitions in the coming months. Based on the rate of acquisitions
         over the past six months, the Company anticipates that its existing
         credit facility, as well as cash flow from operations, will provide
         adequate capital to fund its acquisition program for the next 12 to 15
         months. However, should the size of future acquisitions exceed those
         completed over the past six months, or should sellers be unwilling to
         accept the Company's common stock as partial consideration, the
         Company may be forced to seek additional sources of capital. Such
         sources of additional capital might include the issuance of debt or
         equity securities or additional bank borrowings. There is no assurance
         that such sources of capital will be available to the Company or that
         they will be available on terms acceptable to the Company.
         Accordingly, the Company's acquisition and expansion program could be
         negatively affected by these factors.












                                       7


<PAGE>   9



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


B.       MATERIAL CHANGES IN RESULTS OF OPERATIONS

         In December 1995, the Company acquired the ground courier operations
         of Mayne Nickless which resulted in the Company gaining operations in
         San Diego, Los Angeles, San Francisco, Seattle, Vancouver, Pittsburgh,
         Boston, Washington, D.C., and Baltimore. In August 1996, concurrently
         with the closing of its IPO, the Company completed five acquisitions
         with operations in Winnipeg, Halifax, Chicago, Columbus, Ohio, and New
         York. All of these acquisitions have been accounted for using the
         purchase method of accounting. Therefore, the results of operations of
         the acquired companies are included with those of the Company as of
         the date of the acquisition.

         The pro forma results of operations present the results of operations
         of the Company as if the above acquisitions had occurred as of the
         beginning of the period presented and as if the IPO had occurred as of
         July 31, 1996.

         Subsequent to the IPO, the Company has completed eight additional
         acquisitions with operations in New York, San Diego, Saskatoon,
         Saskatchewan, Dallas and Richmond, Virginia (the "Post-IPO
         Acquisitions"). Each of these acquisitions has been accounted for
         using the purchase method of accounting. Therefore, the results of
         operations of the businesses are included with those of the Company
         from the date of acquisition.

         One of the Post-IPO Acquisitions occurred effective February 1, 1997
         and three of such acquisitions, including the two largest, occurred
         effective January 1, 1997. Accordingly, the effect of these
         transactions on the Company's consolidated results of operations for
         the six and three month periods ended January 31, 1997 has not been
         significant.

         The following table sets forth certain items from the Company's
         consolidated statements of operations expressed as a percentage of
         sales:

<TABLE>
<CAPTION>
                                                         Three Months Ended             Six Months Ended         Six Months Ended
                                                             January 31,                   January 31,              January 31,
                                                 ---------------------------------    ---------------------    --------------------
                                                   1996         1996        1997        1996         1997        1996        1997
                                                 --------     --------    --------    --------     --------    --------    --------
                                                              Pro forma                                              Pro forma
<S>                                                 <C>          <C>         <C>         <C>          <C>         <C>         <C>   

                  Sales                             100.0%       100.0%      100.0%      100.0%       100.0%      100.0%      100.0%
                  Cost of sales                      71.5         67.7        67.1        71.5         67.0        66.6        66.9
                                                 --------     --------    --------    --------     --------    --------    --------
                        Gross profit                 28.5         32.3        32.9        28.5         33.0        33.4        33.1

                  Selling, general and
                       administrative expenses       24.4         26.8        25.5        24.9         25.6        27.8        25.7
                  Depreciation and amortization       2.2          2.6         2.8         2.1          2.7         2.6         2.7
                                                                                                                           --------
                                                 --------     --------    --------    --------     --------    --------    --------
                  Operating profit                    1.9          2.9         4.6         1.5          4.7         3.0         4.7
                  Interest expense                    2.0          2.2         0.8         1.7          0.9         2.1         0.7
                                                 --------     --------    --------    --------     --------    --------    --------

                  Income (loss) before taxes
                  and extraordinary item             (0.1)%        0.7%        3.8%       (0.2)%        3.8%        0.9%        4.0%
                                                 ========     ========    ========    ========     ========    ========    ========
</TABLE>


                                       8


<PAGE>   10



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


         Three months ended January 31, 1996 vs. three months ended January 31,
         1997.

         Sales increased $14,490,000 (93.8%) due primarily to the acquisition
         of the Mayne Nickless operations which occurred in December 1995 and
         the IPO Acquisitions. Sales from these acquisitions accounted for
         approximately $11,947,000 of the increase. Sales from the Post-IPO
         Acquisitions amount to approximately $2,500,000 during the 1997
         period.

         Cost of sales increased $9,048,000 (81.8%), reflecting the
         acquisitions described above. As a percentage of sales, such amounts
         decreased from 71.5% to 67.1%. This change reflects the higher gross
         profit of the Mayne Nickless and IPO acquisition companies. The
         business of those operations consisted almost entirely of "on-demand"
         services. These services generally have a higher gross margin than the
         "scheduled" or "fleet management" services which comprised a larger
         portion of the business mix for the historical operations of the
         Company.

         Selling, general and administrative expenses increased $3,869,000
         (102.7%) due to costs associated with the Mayne Nickless, IPO and
         Post-IPO Acquisitions. As a percentage of sales, these expenses
         increased from 24.4% to 25.5%. This reflects the higher administrative
         costs associated with "on-demand" services, as well as increased
         corporate costs associated with the Company's growth and the increased
         reporting and other obligations attendant to the Company's status as a
         public corporation. This increase was offset by the elimination of
         certain administrative costs associated with revenue in Western Canada
         and Arizona which was discontinued. In addition, other costs were
         eliminated through the consolidation of administrative and support
         functions in certain branches.

         Depreciation and amortization increased both in absolute terms,
         $500,000 (149.7%), and as a percentage of sales, 2.2% to 2.8%. These
         increases result from depreciation of assets acquired with the
         acquisitions discussed above, including intangible assets such as
         goodwill.

         Interest expense decreased $77,000 (24.6%) due to the retirement of a
         portion of outstanding debt in August 1996 with proceeds of the IPO.
         Therefore, as percentage of sales, interest expense decreased from
         2.0% to 0.8%.

         Pro forma three months ended January 31, 1996 to three months ended
         January 31, 1997.

         Sales increased $4,135,000 (16.0%) due primarily to the Post-IPO
         Acquisitions and increased sales to regional and national accounts in
         Canada. The increase from these additional sales was affected by a
         decline in revenues of approximately $600,000 in Western Canada and
         Arizona due to the discontinuation of certain unprofitable business in
         these areas. The increase in sales in the 1997 period was in spite of
         generally lower levels of business activity in late December and early
         January due to the Christmas and New Year's holidays falling in the
         middle of a week.

         Cost of sales increased $2,623,000 (15.0%) due primarily to the above
         increase in sales. As a percentage of sales, cost of sales decreased
         from 67.7% to 67.1%. This decrease results primarily from the effect
         of a high proportion of higher gross margin "on-demand" business
         during the 1997 period due to the Post-IPO Acquisitions.


                                       9


<PAGE>   11




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


         Selling, general and administrative expenses increased $728,000
         (10.5%), due to costs associated with increased sales, including those
         from the Post-IPO Acquisitions, and increased costs in the 1997
         quarter related to the Company's public company status. The increase
         was offset by the elimination of certain administrative costs
         associated with revenue in Western Canada and Arizona which was
         discontinued. As a percentage of sales, however, such costs decreased
         from 26.8% to 25.5%.

         Depreciation and amortization increased $171,000 (25.8%) due to the
         effect of amortization of costs related to the Post-IPO Acquisitions.
         As a percentage of sales, depreciation and amortization increased from
         2.6% to 2.8% between the periods.

         Interest expense decreased in real terms by $319,000 (57.5%) and as a
         percentage of sales, 2.2% to 0.8%. This decrease results from the
         reduction of outstanding debt with a portion of the proceeds of the
         IPO and from lower interest rates associated with the Company's
         amended bank credit facility. The decrease was offset by some extent
         by the effect of increased borrowings related to the Post-IPO
         Acquisitions.

Six months ended January 31, 1996 vs. six months ended January 31, 1997.

         Sales increased $27,985,000 (97.0%) due primarily to the acquisition
         of the Mayne Nickless operations which occurred in December 1995 and
         the Post-IPO Acquisitions in August 1996. Sales from these
         acquisitions accounted for approximately $25,385,000 of the increase.
         Sales from the Post-IPO Acquisitions amount to approximately
         $2,780,000 during the 1997 period.

         Cost of sales increased $17,454,000 (84.5%), reflecting the
         acquisitions described above. As a percentage of sales, such amounts
         decreased from 71.5% to 67.0%. This change reflects the higher gross
         profit of the Mayne Nickless and IPO acquisition companies. The
         business of those operations consisted almost entirely of "on-demand"
         services. These services generally have a higher gross margin than the
         "scheduled" or "fleet management" services which comprised a larger
         portion of the business mix for the historical operations of the
         Company.

         Selling, general and administrative expenses increased $7,369,000
         (102.4%) due to costs associated with the Mayne Nickless, IPO and
         Post-IPO Acquisitions. As a percentage of sales, these expenses
         increased from 24.9% to 25.6%. This reflects the higher administrative
         costs associated with "on-demand" services, as well as increased
         corporate costs associated with the Company's growth and status as a
         public Corporation. This increase was offset by the elimination of
         certain administrative costs associated with revenue in Western Canada
         and Arizona which was discontinued. In addition, other costs were
         eliminated through the consolidation of administrative and support
         functions in certain branches.

         Depreciation and amortization increased both in absolute terms,
         $915,000 (152.0%), and as a percentage of sales, 2.1% to 2.7%. These
         increases result from depreciation of assets acquired with the
         acquisitions discussed above, including intangible assets such as
         goodwill.



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<PAGE>   12




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


         Interest expense decreased $12,000 (2.4%) due to the retirement of a
         portion of outstanding debt in August 1996 with proceeds of the IPO.
         Therefore, as percentage of sales, interest expense decreased from
         1.7% to 0.9%.

         Results of operations for the three months ended January 31, 1997
         include an extraordinary charge of $335,000, net of income taxes,
         resulting from the early retirement of the Company's Junior
         Subordinated Debentures concurrently with the IPO.

Pro forma six months ended January 31, 1996 vs. pro forma six months ended
January 31, 1997.

         Sales increased $6,772,000 (13.3%) due primarily to the Post-IPO
         Acquisitions and increased sales to regional and national accounts in
         Canada. The increase from these additional sales was affected by a
         decline in revenues of approximately $1,600,000 in Western Canada and
         Arizona due to the discontinuation of certain unprofitable business in
         these areas. The increase in sales in the 1997 period was in spite of
         generally lower levels of business activity in late December and early
         January due to the Christmas and New Year's holidays falling in the
         middle of a week.

         Cost of sales increased $4,732,000 (14.0%) due primarily to the above
         increase in sales. As a percentage of sales, cost of sales increased
         slightly from 66.6% to 66.9%. This minor change results from the
         change in product mix between relative high gross margin "on-demand"
         services and the relative lower gross margin "scheduled" and "fleet
         management" services.

         Selling, general and administrative expenses increased $661,000
         (4.7%), due to costs associated with increased sales, including that
         from the Post-IPO Acquisitions, and increased costs in the 1997
         quarter related to the Company's public company status. The increase
         was offset by the elimination of certain administrative costs
         associated with revenue in Western Canada and Arizona which was
         discontinued as well as the elimination of other costs through the
         consolidation of administrative and support services in certain
         branches. As a percentage of sales, however, such costs decreased from
         27.8% to 25.7%.

         Depreciation and amortization increased $233,000 (17.9%) due to the
         effect of amortization of costs related to the Post-IPO Acquisitions.
         As a percentage of sales, depreciation and amortization increased from
         2.6% to 2.7% between the periods.

         Interest expense decreased in real terms by $641,000 (60.1%) and as a
         percentage of sales, 2.1% to 0.7%. This decrease results from the
         reduction of outstanding debt with a portion of the proceeds of the
         IPO and from lower interest rates associated with the Company's
         amended bank credit facility. The decrease was offset by some extent
         by the effect of increased borrowings related to the Post-IPO
         Acquisitions.







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<PAGE>   13



                           PART II. OTHER INFORMATION


ITEM 2.    CHANGES IN SECURITIES.

           (c)        During the second quarter ended January 31, 1997, the
                      Company has sold or issued the following unregistered
                      securities:

                      (1)        In December 1996, the Company issued 22,920
                                 shares of Common Stock to the shareholder of
                                 Boogey Transportation Limited as partial
                                 consideration for the acquisition of the
                                 capital stock of such transportation company.

                      (2)        In January 1997, the Company issued 33,500
                                 shares of Common Stock to the shareholders of
                                 Max America Holdings, Inc. as partial
                                 consideration for the acquisition of the
                                 capital stock of such transportation company.

                      (3)        In January 1997, the Company issued 21,490  
                                 shares of Common Stock to Priority  Parcel 
                                 Express, Inc. as partial consideration for the
                                 acquisition of the assets of such 
                                 transportation company.

                      (4)        In January 1997, the Company issued 100,000 
                                 shares of Common Stock to One Hour Delivery
                                 Service, Inc. as partial consideration for the
                                 acquisition of the assets of such 
                                 transportation company.

           In issuing such securities, the Company relied on the exemption from
the registration and prospectus delivery requirements of the Securities Act
provided by Section 4(2) of the Securities Act.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

           (a)        Exhibits:

                      11.1       Calculation of Net Income (Loss) Per Common 
                                 Share

                      27.1       Financial Data Schedule

           (b)        Reports on Form 8-K:

                      No reports on Form 8-K were filed during the quarter
                      ended January 31, 1997.











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<PAGE>   14


                                   SIGNATURE


     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.



                                            DYNAMEX INC.



         Dated:   March 10, 1997            by  /s/Richard K. McClelland
                                                ------------------------
                                                Richard K. McClelland President,
                                                Chief Executive Officer and 
                                                Chairman of the Board 
                                                (Principal Executive Officer)




         Dated:   March 10, 1997            by  /s/ Robert P. Capps
                                                -------------------
                                                Robert P. Capps
                                                Vice President- Finance 
                                                and Corporate Development
                                                (Principal Financial Officer)

























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<PAGE>   15




                                 EXHIBIT INDEX




         EXHIBITS

           11.1       Calculation of Net Income (Loss) Per Common Share

           27.1       Financial Data













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