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): February 24, 2000



                       NEW YORK REGIONAL RAIL CORPORATION
             (Exact name of Registrant as specified in its charter)



      Delaware                      0-28583                    13-3881577
(State or other jurisdiction   (Commission File No.)         (IRS Employer
of incorporation)                                          Identification No.)




                     4302 First Avenue, Brooklyn, NY, 11232
          (Address of principal executive offices, including Zip Code)


       Registrant's telephone number, including area code: (718) 788-3690


                                       N/A
          (Former name or former address if changed since last report.)



<PAGE>


Item 2.  Acquisition or Disposition of Assets

      On  February  24,  2000  the  Company  acquired  all  of  the  issued  and
outstanding  shares of OSK Capital I Corp.  for 480,600  shares of the Company's
common stock. At the time of the  acquisition,  OSK Capital I was not conducting
any business.  The following  presents  certain  summary  financial  information
concerning OSK Capital I:

                                 November 30, 1999

      Total Assets                    $533
      Total Liabilities                 --
      Shareholders' Equity            $533

                                 Period from Inception (February 26,
                                    1999) to November 30, 1999

      Revenues                        $       --
      Expenses                           (63,577)
                                       ----------
      Net Loss                          $(63,577)
                                        =========

Item 7.  Financial Statements, Pro Forma Financial Information

(a) and (b) The  Company  hereby  undertakes  to file  with  the  Commission  an
amendment  to this  Form 8-K  wherein  the  Company  will  provide  the  audited
financial statements of OSK Capital I and related pro forma financial statements
within sixty (60) days after the filing of this Form 8-K.

(c)   Exhibits

      2  Share Exchange Agreement


                                   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.

Date:   February 24, 2000

                                 NEW YORK REGIONAL RAIL CORPORATION


                                 By:  /s/ Ira Levy
                                     Ira Levy, Vice President of Finance
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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): February 24, 2000

                       NEW YORK REGIONAL RAIL CORPORATION
             (Exact name of Registrant as specified in its charter)

      Delaware                      0-28583                    13-3881577
(State or other jurisdiction   (Commission File No.)         (IRS Employer
of incorporation)                                          Identification No.)

                     4302 First Avenue, Brooklyn, NY, 11232
          (Address of principal executive offices, including Zip Code)

       Registrant's telephone number, including area code: (718) 788-3690

                                       N/A
          (Former name or former address if changed since last report.)
Item 2.  Acquisition or Disposition of Assets

      On  February  24,  2000  the  Company  acquired  all  of  the  issued  and
outstanding  shares of OSK Capital I Corp.  for 480,600  shares of the Company's
common stock. At the time of the  acquisition,  OSK Capital I was not conducting
any business.  The following  presents  certain  summary  financial  information
concerning OSK Capital I:

                                 November 30, 1999

      Total Assets                    $533
      Total Liabilities                 --
      Shareholders' Equity            $533

                                 Period from Inception (February 26,
                                    1999) to November 30, 1999

      Revenues                        $       --
      Expenses                           (63,577)
                                       ----------
      Net Loss                          $(63,577)
                                        =========

Item 7.  Financial Statements, Pro Forma Financial Information

(a) and (b) The  Company  hereby  undertakes  to file  with  the  Commission  an
amendment  to this  Form 8-K  wherein  the  Company  will  provide  the  audited
financial statements of OSK Capital I and related pro forma financial statements
within sixty (60) days after the filing of this Form 8-K.

(c)   Exhibits

      2  Share Exchange Agreement

                                   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.

Date:   February 24, 2000

                                 NEW YORK REGIONAL RAIL CORPORATION

                                 By:  /s/ Ira Levy
                                     Ira Levy, Vice President of Finance