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):             August 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.

         On August 31,  2001,  Matlack  Systems,  Inc.  (the  "Company")  ceased
operations. The Company closed all of its terminal locations,  completed pending
deliveries and ceased taking orders for future  deliveries.  The Company intends
to dispose of or sell all of its assets, and has retained  consultants to assist
in the sale of its terminal  properties and of its remaining  truck tractors and
trailers.

         The net proceeds of the sales of the  Company's  assets will be applied
to outstanding  debts of the Company.  The Company does not anticipate  that the
aggregate net proceeds from the sales of its total  assets,  whether  previously
announced or  subsequently  to be  concluded,  will be  sufficient to permit any
distribution to stockholders.

         The Company also terminated the employment of substantially  all of its
employees.  The remaining  employees will be retained by the Company to conclude
the sale of its assets and the payment of its liabilities.



                                       1
<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:   September 12, 2000                   By:/s/ Patrick J. Bagley
                                                --------------------------------
                                              Patrick J. Bagley
                                              Vice President-Finance & Treasurer















                                       2
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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": "1735759"}, "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):             August 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.

         On August 31,  2001,  Matlack  Systems,  Inc.  (the  "Company")  ceased
operations. The Company closed all of its terminal locations,  completed pending
deliveries and ceased taking orders for future  deliveries.  The Company intends
to dispose of or sell all of its assets, and has retained  consultants to assist
in the sale of its terminal  properties and of its remaining  truck tractors and
trailers.

         The net proceeds of the sales of the  Company's  assets will be applied
to outstanding  debts of the Company.  The Company does not anticipate  that the
aggregate net proceeds from the sales of its total  assets,  whether  previously
announced or  subsequently  to be  concluded,  will be  sufficient to permit any
distribution to stockholders.

         The Company also terminated the employment of substantially  all of its
employees.  The remaining  employees will be retained by the Company to conclude
the sale of its assets and the payment of its liabilities.

                                       1
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:   September 12, 2000                   By:/s/ Patrick J. Bagley
                                                --------------------------------
                                              Patrick J. Bagley
                                              Vice President-Finance & Treasurer

                                       2