SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549




FORM 8-K


CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported)   June 1, 2000


                                         Matlack Systems, Inc.
(Exact name of registrant as specified in its charter)



         Delaware               1-10105             51-0310173
(State or other jurisdiction   (Commission       (IRS Employer
      of incorporation)        File number)    Identification No.)



          One Rollins Plaza, 2200 Concord Pike, Wilmington, Delaware  19803
          (Address of principal executive offices)               (Zip Code)


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

<PAGE>
Item 4.        Changes in Registrant's Certifying Accountant.

A.      On June 1, 2000, KPMG LLP resigned as the Company's independent
        auditor.  During the fiscal years ended September 30, 1999 and
        1998 and the subsequent interim period ended June 1, 2000 that
        KPMG LLP served as independent auditor, there have been no
        disagreements on any matter of accounting principles or practices,
        financial statement disclosures, or auditing scope or procedure,
        except as noted herein.

B.      KPMG LLP's report on the financial statements of the Company for
        the years ending September 30, 1998 and 1999 did not contain an
        adverse opinion or disclaimer of opinion, nor was it qualified or
        modified as to uncertainty, scope of audit, or accounting
        principles.

C.      KPMG LLP had a disagreement with the Company regarding its
        decision to record an impairment charge of $3,115,000 in the
        second fiscal quarter of 2000 related to the Company's existing
        transportation management software system, as reported in the
        Company's unaudited interim financial statement on Form 10-Q for
        the three- and six-month periods ended March 31, 2000.  KPMG LLP
        discussed this matter with the Company's Audit Committee during
        two separate audit committee meetings.

        KPMG LLP set forth its position in a letter dated May 26, 2000 as
        follows:

        "In our discussions during the review of the unaudited quarterly
        data for the 2nd quarter, management represented that the ongoing
        operational needs of the Company do not require continued use of
        this asset.  However, management also represented that the
        software will continue to be used until the replacement software
        is implemented in the 1st or 2nd quarter of fiscal 2001.  Based on
        these representations, it is our opinion that the TSA software
        constitutes an asset held in use, as defined by SFAS No. 121, and
        that until the TSA software ceases to be used, the Company should
        continue to re-evaluate the asset's future useful life and
        amortize the unamortized cost of the asset over such periods.
        Further, KPMG is of the opinion that under generally accepted
        accounting principles the Company's determination that the TSA
        software system no longer supports the Company's operational needs
        and, therefore, has no future useful service potential is
        insufficient to support the write-off of the asset in the March
        31, 2000 quarter."

        As reported in the Company's Form 10-Q for the three- and
        six-month periods ending March 31, 2000, the Company determined
        that this system no longer supports the Company's operational
        needs and, therefore, has no future useful service potential.  The
        ongoing operational needs of the Company do not require continued
        use of this asset.  A substantial portion of this system has never
        been implemented and used operationally.  As a consequence, for
        accounting purposes, the Company determined in the second fiscal
        quarter to treat the entire system as if it has been abandoned and
        that the fair value of the asset is zero.  During the second
        fiscal quarter, the small portion of this transportation system
        that had been implemented was determined to be unstable and,
        therefore, unreliable.   Information and data generated by this
        system initially required and continues to require complete manual
        verification.  As a result of this situation, the Company has
        purchased new transportation management software, which currently
        is being implemented with completion expected during the first or
        second quarter of fiscal 2001.

D.      The Company requested KPMG LLP to furnish it a letter addressed to
        the Commission stating whether it agreed with the above
        statements.  A copy of that letter, dated June 8, 2000, is filed
        as Exhibit 16 to this Form 8-K.

E.      In connection with the audit of fiscal year 1998, KPMG LLP
        communicated with the Company's Audit Committee on January 28,
        1999 that there were material weaknesses in connection with the
        Company's internal controls.  In connection with the audit of
        fiscal year 1999, KPMG LLP communicated with the Company's Audit
        Committee on December 22, 1999 that there were material weaknesses
        in connection with the Company's internal controls.  The above
        weaknesses related principally to turnover of experienced and
        qualified accounting personnel and inadequate documentation of
        certain transactions.

F.      The Audit Committee of the Company has commenced a search for new
        independent accountants.  The Company will authorize KPMG LLP to
        respond fully to any inquiries which may be made by the successor
        accountant concerning the subject matter of this filing.


Item 7.        Financial Statements and Exhibits.

        (c)    Exhibits

               Exhibit 16     Letter dated June 8, 2000 of KPMG LLP.



                                              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.


                                                   Matlack Systems, Inc.



DATE:  June 8, 2000                                BY:/s/ Michael B.Kinnard
                                                      Michael B. Kinnard
                                                      President and
                                                      Chief Executive Officer
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)   June 1, 2000

                                         Matlack Systems, Inc.
(Exact name of registrant as specified in its charter)

         Delaware               1-10105             51-0310173
(State or other jurisdiction   (Commission       (IRS Employer
      of incorporation)        File number)    Identification No.)

          One Rollins Plaza, 2200 Concord Pike, Wilmington, Delaware  19803
          (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code  (302) 426-2700
Item 4.        Changes in Registrant's Certifying Accountant.

A.      On June 1, 2000, KPMG LLP resigned as the Company's independent
        auditor.  During the fiscal years ended September 30, 1999 and
        1998 and the subsequent interim period ended June 1, 2000 that
        KPMG LLP served as independent auditor, there have been no
        disagreements on any matter of accounting principles or practices,
        financial statement disclosures, or auditing scope or procedure,
        except as noted herein.

B.      KPMG LLP's report on the financial statements of the Company for
        the years ending September 30, 1998 and 1999 did not contain an
        adverse opinion or disclaimer of opinion, nor was it qualified or
        modified as to uncertainty, scope of audit, or accounting
        principles.

C.      KPMG LLP had a disagreement with the Company regarding its
        decision to record an impairment charge of $3,115,000 in the
        second fiscal quarter of 2000 related to the Company's existing
        transportation management software system, as reported in the
        Company's unaudited interim financial statement on Form 10-Q for
        the three- and six-month periods ended March 31, 2000.  KPMG LLP
        discussed this matter with the Company's Audit Committee during
        two separate audit committee meetings.

        KPMG LLP set forth its position in a letter dated May 26, 2000 as
        follows:

        "In our discussions during the review of the unaudited quarterly
        data for the 2nd quarter, management represented that the ongoing
        operational needs of the Company do not require continued use of
        this asset.  However, management also represented that the
        software will continue to be used until the replacement software
        is implemented in the 1st or 2nd quarter of fiscal 2001.  Based on
        these representations, it is our opinion that the TSA software
        constitutes an asset held in use, as defined by SFAS No. 121, and
        that until the TSA software ceases to be used, the Company should
        continue to re-evaluate the asset's future useful life and
        amortize the unamortized cost of the asset over such periods.
        Further, KPMG is of the opinion that under generally accepted
        accounting principles the Company's determination that the TSA
        software system no longer supports the Company's operational needs
        and, therefore, has no future useful service potential is
        insufficient to support the write-off of the asset in the March
        31, 2000 quarter."

        As reported in the Company's Form 10-Q for the three- and
        six-month periods ending March 31, 2000, the Company determined
        that this system no longer supports the Company's operational
        needs and, therefore, has no future useful service potential.  The
        ongoing operational needs of the Company do not require continued
        use of this asset.  A substantial portion of this system has never
        been implemented and used operationally.  As a consequence, for
        accounting purposes, the Company determined in the second fiscal
        quarter to treat the entire system as if it has been abandoned and
        that the fair value of the asset is zero.  During the second
        fiscal quarter, the small portion of this transportation system
        that had been implemented was determined to be unstable and,
        therefore, unreliable.   Information and data generated by this
        system initially required and continues to require complete manual
        verification.  As a result of this situation, the Company has
        purchased new transportation management software, which currently
        is being implemented with completion expected during the first or
        second quarter of fiscal 2001.

D.      The Company requested KPMG LLP to furnish it a letter addressed to
        the Commission stating whether it agreed with the above
        statements.  A copy of that letter, dated June 8, 2000, is filed
        as Exhibit 16 to this Form 8-K.

E.      In connection with the audit of fiscal year 1998, KPMG LLP
        communicated with the Company's Audit Committee on January 28,
        1999 that there were material weaknesses in connection with the
        Company's internal controls.  In connection with the audit of
        fiscal year 1999, KPMG LLP communicated with the Company's Audit
        Committee on December 22, 1999 that there were material weaknesses
        in connection with the Company's internal controls.  The above
        weaknesses related principally to turnover of experienced and
        qualified accounting personnel and inadequate documentation of
        certain transactions.

F.      The Audit Committee of the Company has commenced a search for new
        independent accountants.  The Company will authorize KPMG LLP to
        respond fully to any inquiries which may be made by the successor
        accountant concerning the subject matter of this filing.

Item 7.        Financial Statements and Exhibits.

        (c)    Exhibits

               Exhibit 16     Letter dated June 8, 2000 of KPMG LLP.

                                              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.

                                                   Matlack Systems, Inc.

DATE:  June 8, 2000                                BY:/s/ Michael B.Kinnard
                                                      Michael B. Kinnard
                                                      President and
                                                      Chief Executive Officer