UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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):             December 10, 2001
                                                           ---------------------


                              MATLACK SYSTEMS, INC.
                   (Debtor-In-Possession as of March 29, 2001)
             (Exact name of registrant as specified in its charter)

           Delaware                          1-10105           51-0310173
--------------------------------------------------------------------------------
(State or Other Jurisdiction of           (Commission      (I.R.S. Employer
Incorporation or Organization)             File Number)   Identification Number)

 One Rollins Plaza, Wilmington, Delaware                         19803
--------------------------------------------------------------------------------
 (Address of Principal Executive Offices)                      (Zip Code)

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

                                       N/A
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)




<PAGE>


Item 5. Other Events.

     On December 10, 2001,  Matlack Systems,  Inc., a Delaware  corporation (the
"Company"),  issued a press release  announcing that the Company had ordered its
transfer agent to cease  processing  transfers of the Company's Common Stock, $1
par value,  effective as of December 21, 2001.  The press release has been filed
as Exhibit 99(g) to this Current Report on Form 8-K.

Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits.

     (c) Exhibits:

          99(g) Press Release dated December 10, 2001.




<PAGE>


                                   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 hereunto duly authorized.


                                        MATLACK SYSTEMS, INC.


Dated:   December 10, 2001              By: /s/ Patrick J. Bagley
                                            ------------------------------------
                                            Patrick J. Bagley
                                            Vice President-Finance & Treasurer




<PAGE>


                                  EXHIBIT INDEX

Exhibit No.                        Description
-----------                        -----------

    99(g)              Press Release dated December 10, 2001.




<PAGE>


                                                                   Exhibit 99(g)

                                 [Matlack Logo]
                              Matlack Systems, Inc.
       One Rollins Plaza, P.O. Box 8790, Wilmington, DE 19899 302/426-2700



For Immediate Release                For further information, call:
                                     Patrick J. Bagley, Vice President-Finance
Wilmington, DE, December 10, 2001    and Treasurer (302) 426-2930



                  Matlack Systems, Inc. Ceases Stock Transfers

Matlack Systems,  Inc. ("Matlack") (OTCBB- Symbol MLKI) announced today that, in
connection with the  liquidation of the Company,  it has instructed its transfer
agent,  Registrar  &  Transfer  Company,  to close the stock  book and cease any
further transfers of stock after December 21, 2001. As previously announced, the
net  proceeds  received  from  asset  sales  were not  sufficient  to permit any
distribution to stockholders.



                                      * * *



This  release  contains  or may  contain  forward-looking  statements  based  on
management's  beliefs and  assumptions.  Such  statements are subject to various
risks and  uncertainties,  which could cause results to vary materially.  Please
refer to the Company's SEC filings for a discussion of such factors.





Matlack  Systems,  Inc.  was  a  bulk  transportation   company  that  has  been
liquidated.
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{"company-data": {"conformed-name": "MATLACK SYSTEMS INC", "cik": "0000837339", "assigned-sic": "4213", "irs-number": "510310173", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10105", "film-number": "1812124"}, "business-address": {"street1": "ONE ROLLINS PLAZA", "street2": "2200 CONCORD PIKE", "city": "WILMINGTON", "state": "DE", "zip": "19803", "phone": "3024262700"}, "mail-address": {"street1": "ONE ROLLINS PLAZA", "street2": "2200 CONCORD PIKE", "city": "WILMINGTON", "state": "DE", "zip": "19803"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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):             December 10, 2001
                                                           ---------------------

                              MATLACK SYSTEMS, INC.
                   (Debtor-In-Possession as of March 29, 2001)
             (Exact name of registrant as specified in its charter)

           Delaware                          1-10105           51-0310173
--------------------------------------------------------------------------------
(State or Other Jurisdiction of           (Commission      (I.R.S. Employer
Incorporation or Organization)             File Number)   Identification Number)

 One Rollins Plaza, Wilmington, Delaware                         19803
--------------------------------------------------------------------------------
 (Address of Principal Executive Offices)                      (Zip Code)

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

                                       N/A
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.

     On December 10, 2001,  Matlack Systems,  Inc., a Delaware  corporation (the
"Company"),  issued a press release  announcing that the Company had ordered its
transfer agent to cease  processing  transfers of the Company's Common Stock, $1
par value,  effective as of December 21, 2001.  The press release has been filed
as Exhibit 99(g) to this Current Report on Form 8-K.

Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits.

     (c) Exhibits:

          99(g) Press Release dated December 10, 2001.
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 hereunto duly authorized.

                                        MATLACK SYSTEMS, INC.

Dated:   December 10, 2001              By: /s/ Patrick J. Bagley
                                            ------------------------------------
                                            Patrick J. Bagley
                                            Vice President-Finance & Treasurer
EXHIBIT INDEX

Exhibit No.                        Description
-----------                        -----------

    99(g)              Press Release dated December 10, 2001.
Exhibit 99(g)

                                 [Matlack Logo]
                              Matlack Systems, Inc.
       One Rollins Plaza, P.O. Box 8790, Wilmington, DE 19899 302/426-2700

For Immediate Release                For further information, call:
                                     Patrick J. Bagley, Vice President-Finance
Wilmington, DE, December 10, 2001    and Treasurer (302) 426-2930

                  Matlack Systems, Inc. Ceases Stock Transfers

Matlack Systems,  Inc. ("Matlack") (OTCBB- Symbol MLKI) announced today that, in
connection with the  liquidation of the Company,  it has instructed its transfer
agent,  Registrar  &  Transfer  Company,  to close the stock  book and cease any
further transfers of stock after December 21, 2001. As previously announced, the
net  proceeds  received  from  asset  sales  were not  sufficient  to permit any
distribution to stockholders.

                                      * * *

This  release  contains  or may  contain  forward-looking  statements  based  on
management's  beliefs and  assumptions.  Such  statements are subject to various
risks and  uncertainties,  which could cause results to vary materially.  Please
refer to the Company's SEC filings for a discussion of such factors.

Matlack  Systems,  Inc.  was  a  bulk  transportation   company  that  has  been
liquidated.