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 31, 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.

     Effective as of December 31, 2001,  the following  Directors of the Company
tendered their  resignations as Directors of the Company and, where  applicable,
as directors or officers of any of the Company's subsidiaries:

                  John W. Rollins, Jr.
                  Henry B. Tippie
                  William L. Medford, Jr.
                  William B. Philipbar, Jr.

     The resignations of Messrs. Rollins, Tippie, Medford and Philipbar were not
occasioned by any  disagreement  with the Company on any matter  relating to the
Company's operations, policies or practices.


                                   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:   January 2, 2002                   By: /s/ Stephen E. Judge
                                               ----------------------------
                                               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": "2501403"}, "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 31, 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.

     Effective as of December 31, 2001,  the following  Directors of the Company
tendered their  resignations as Directors of the Company and, where  applicable,
as directors or officers of any of the Company's subsidiaries:

                  John W. Rollins, Jr.
                  Henry B. Tippie
                  William L. Medford, Jr.
                  William B. Philipbar, Jr.

     The resignations of Messrs. Rollins, Tippie, Medford and Philipbar were not
occasioned by any  disagreement  with the Company on any matter  relating to the
Company's operations, policies or practices.

                                   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:   January 2, 2002                   By: /s/ Stephen E. Judge
                                               ----------------------------
                                               Stephen E. Judge
                                               Chief Reorganization Officer