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 14, 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.

Approval of Plan of Liquidation

     On December 21, 2001,  the Board of Directors of Matlack  Systems,  Inc., a
Delaware  corporation (the "Company")  unanimously  approved the filing with the
United States  Bankruptcy  Court for the District of Delaware  (the  "Bankruptcy
Court")  of a Plan of  Liquidation  for the  Company  and all of its  direct and
indirect wholly owned subsidiaries  (collectively,  the "Matlack Entities"). The
Matlack  Entities are the subjects of a voluntary  petition  seeking  protection
under Chapter 11 of the United States  Bankruptcy Code in the Bankruptcy  Court,
which are  consolidated  for the  purpose  of joint  administration  as Case No.
01-1114  (MFW)  (the  "Bankruptcy  Proceedings").   Execution  of  the  Plan  of
Liquidation is subject to the approval of the Bankruptcy Court.

     Among  other  things,  the  Plan  of  Liquidation   provides  for  (a)  the
classification of claims against the Matlack  Entities,  (b) the transfer of the
assets,  titles and rights of the Matlack Entities (the "Remaining Assets") to a
liquidating  trust  overseen by  representatives  of the  committee of unsecured
creditors  of  the  Matlack  Entities  (the  "Trust"),  (c)  the  valuation  and
liquidation of the Remaining Assets transferred to the Trust, (d) the payment of
claims against the Matlack Entities in accordance with the  classifications  set
forth in the Plan, to the extent of the Remaining  Assets,  (e) the  substantive
consolidation  of the Matlack  Entities and (f) the retention of jurisdiction by
the Bankruptcy Court until the completion of the liquidation and distribution of
the Remaining  Assets.  The Company  anticipates that the aggregate value of the
Remaining  Assets  following their  liquidation will not be sufficient to permit
any distribution to  stockholders,  and the Plan of Liquidation does not provide
for any distribution to the Company's stockholders.

Resignations of Directors and Officers

     On December 14, 2001, Michael B. Kinnard, the Company's President and Chief
Executive  Officer,  and Patrick J.  Bagley,  its Vice  President-Finance  and a
Director of the Company, resigned, effective as of the close of business on that
date,  from those  positions and from any other  positions  held as directors or
officers  of any of the  Company's  subsidiaries.

     On December 21, 2001, the Board of Directors of the Company elected Stephen
E. Judge,  the Company's Vice  President-Administration  and Controller,  as the
Company's  Chief  Reorganization  Officer and  appointed  Mr.  Judge to fill the
vacancy on the Board of Directors created by Mr. Bagley's resignation.



<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 21, 2001        By:
                                      ------------------------------------------
                                      Stephen E. Judge
                                      Chief Reorganization Officer
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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": "1821795"}, "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 14, 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.

Approval of Plan of Liquidation

     On December 21, 2001,  the Board of Directors of Matlack  Systems,  Inc., a
Delaware  corporation (the "Company")  unanimously  approved the filing with the
United States  Bankruptcy  Court for the District of Delaware  (the  "Bankruptcy
Court")  of a Plan of  Liquidation  for the  Company  and all of its  direct and
indirect wholly owned subsidiaries  (collectively,  the "Matlack Entities"). The
Matlack  Entities are the subjects of a voluntary  petition  seeking  protection
under Chapter 11 of the United States  Bankruptcy Code in the Bankruptcy  Court,
which are  consolidated  for the  purpose  of joint  administration  as Case No.
01-1114  (MFW)  (the  "Bankruptcy  Proceedings").   Execution  of  the  Plan  of
Liquidation is subject to the approval of the Bankruptcy Court.

     Among  other  things,  the  Plan  of  Liquidation   provides  for  (a)  the
classification of claims against the Matlack  Entities,  (b) the transfer of the
assets,  titles and rights of the Matlack Entities (the "Remaining Assets") to a
liquidating  trust  overseen by  representatives  of the  committee of unsecured
creditors  of  the  Matlack  Entities  (the  "Trust"),  (c)  the  valuation  and
liquidation of the Remaining Assets transferred to the Trust, (d) the payment of
claims against the Matlack Entities in accordance with the  classifications  set
forth in the Plan, to the extent of the Remaining  Assets,  (e) the  substantive
consolidation  of the Matlack  Entities and (f) the retention of jurisdiction by
the Bankruptcy Court until the completion of the liquidation and distribution of
the Remaining  Assets.  The Company  anticipates that the aggregate value of the
Remaining  Assets  following their  liquidation will not be sufficient to permit
any distribution to  stockholders,  and the Plan of Liquidation does not provide
for any distribution to the Company's stockholders.

Resignations of Directors and Officers

     On December 14, 2001, Michael B. Kinnard, the Company's President and Chief
Executive  Officer,  and Patrick J.  Bagley,  its Vice  President-Finance  and a
Director of the Company, resigned, effective as of the close of business on that
date,  from those  positions and from any other  positions  held as directors or
officers  of any of the  Company's  subsidiaries.

     On December 21, 2001, the Board of Directors of the Company elected Stephen
E. Judge,  the Company's Vice  President-Administration  and Controller,  as the
Company's  Chief  Reorganization  Officer and  appointed  Mr.  Judge to fill the
vacancy on the Board of Directors created by Mr. Bagley's resignation.
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 21, 2001        By:
                                      ------------------------------------------
                                      Stephen E. Judge
                                      Chief Reorganization Officer