As filed with the Securities and Exchange Commission on June 18, 1996
                                                 Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 --------------

                              FORM S-8 and FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  ------------

                              UNITED TRANSNET, INC.
               (Exact name of issuer as specified in its charter)

        Delaware                                       58-2198204
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                     Identification No.)


                1080 Holcomb Bridge Road, Building 200, Suite 140
                             Roswell, Georgia 30076
                                 (770) 518-1180
           (Address of Principal Executive Offices including zip code)
                                  -------------

   United TransNet, Inc. 1996 Stock and Option Plan for Non-Employee Directors
                 United TransNet, Inc. 1995 Stock Incentive Plan
                 Stock Option Agreements with Various Employees Relating 
    to an Aggregate of 216,110 shares of United TransNet, Inc. Common Stock
                           (Full titles of the plans)
                                  ------------

                           Philip A. Belyew, Chairman
                              United TransNet, Inc.
                1080 Holcomb Bridge Road, Building 200, Suite 140
                             Roswell, Georgia 30076
                                 (770) 518-1180
            (Name, address and telephone number of agent for service)
                                  -------------

                                    Copy to:
                           Martha Juelich Gordon, Esq.
                            Sullivan & Worcester LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 338-2800
                                ----------------

         Approximate  date of commencement of proposed sale to the public:  From
time to time after the effective date of this Registration Statement.


<PAGE>



         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933, check the following box. |X|

         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. |_|

         If this  Form is a  post-effective  amendment  filed  pursuant  to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering. |_|

         If delivery of the  prospectus  is expected to be made pursuant to Rule
434, please check the following box. |_|
                                 ---------------
<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

 Title of Securities                Amount           Proposed Maximum           Proposed Maximum      Amount of
        to be                        to be             Offering Price              Aggregate         Registration
     Registered                   Registered(1)         Per Share(2)           Offering Price(2)         Fee
<S>                                <C>                   <C>                   <C>                   <C>   

Common Stock, par                   891,110               $26.125               $14,455,927.54        $4,984.80
value $.001 per share
<FN>

(1) Includes an indeterminate  number of shares of United TransNet,  Inc. Common
Stock that may be issuable by reason of stock splits, stock dividends or similar
transactions. 
(2) Based upon the exercise price, per share and in the aggregate,
of the 219,997 options granted pursuant to the United TransNet,  Inc. 1995 Stock
Incentive  Plan and  thirty-nine  (39) separate  Stock Option  Agreements.  Such
exercise  prices range from $2.06 to $26.125 per share.  The  exercise  price of
such shares was determined on the date options were granted with respect to such
shares. The offering price with respect to the remaining 405,003 shares issuable
under the United TransNet,  Inc. 1995 Stock Incentive Plan and the 50,000 shares
issuable  under  the  United  TransNet,  Inc.  1996  Stock and  Option  Plan for
Non-Employee  Directors has been estimated solely for the purpose of calculating
the amount of the  registration  fee in accordance  with Rules 457(c) and 457(h)
under the  Securities  Act of 1993, as amended.  The average of the high and low
prices  reported on Wednesday,  June 12, 1996 on the New York Stock Exchange was
$20.6875.
</FN>
</TABLE>


<PAGE>


                                       -3-

<TABLE>
<CAPTION>

                              UNITED TRANSNET, INC.
                              CROSS REFERENCE SHEET

                    Pursuant to Item 501(b) of Regulation S-K


Item
 No.                  Description in Form S-3                       Caption or Location in Prospectus
<S>      <C>                                                    <C>

1.        Forepart of the Registration
          Statement and Outside Front
          Cover Page of Prospectus...............                 Forepart and Outside Front Cover Page

2.        Inside Front and Outside Back Cover
          Pages of Prospectus......................               Inside Front Cover Page; Available
                                                                  Information; Incorporation of Certain
                                                                  Documents by Reference
3.        Summary Information, Risk
          Factors and Ratio of
          Earnings to Fixed Charges..............                 Risk Factors

4.        Use of Proceeds...........................              Not applicable - See Cover Page of
                                                                  Prospectus

5.        Determination of Offering Price.......                  Outside Cover Page

6.        Dilution.....................................           Not applicable

7.        Selling Security Holders.................               Selling Stockholders

8.        Plan of Distribution......................              Plan of Distribution

9.        Description of Securities
          to be Registered...........................             Not applicable

10.       Interests of Named Experts
          and Counsel................................             Legal Matters

11.       Material Changes.........................               Not applicable

12.       Incorporation of Certain                                Incorporation of Certain Documents by
          Information by Reference...............                 Reference

13.       Disclosure of Commission
          Position on Indemnification for
          Securities Act Liabilities.................             Not applicable

</TABLE>

<PAGE>


                                       -4-


                                EXPLANATORY NOTE

         This Registration Statement contains two parts. The first part contains
a Reoffer Prospectus ("Prospectus") prepared in accordance with the requirements
of Part I of Form S- 3 (in accordance with Section C of the General Instructions
to Form S-8) which covers reoffers and resales by "affiliates"  (as that term is
defined in Rule 405 of the General Rules and  Regulations  under the  Securities
Act of 1933, as amended (as amended,  the "Securities Act")) of shares of Common
Stock, par value $.001 per share ("Common Stock"), of United TransNet, Inc. (the
"Company")  which will be or have been issued to  directors,  key  employees and
consultants pursuant to the exercise of options granted to employees pursuant to
the United  TransNet,  Inc.  1995 Stock  Incentive  Plan,  as amended (the "1995
Plan"),  the United  TransNet,  Inc. 1996 Stock and Option Plan for Non-Employee
Directors  (the "1996  Plan,"  collectively,  together  with the 1995 Plan,  the
"Plans")  and certain  separate  stock  option  agreements  (the  "Stock  Option
Agreements").  The  Form S-3  Prospectus  filed  herewith  may be  utilized  for
reofferings  and resales of registered  shares of Common Stock,  par value $.001
per share, of the Company which may be issued in the future upon the exercise of
options granted under the Plans. The second part contains  "Information Required
in the  Registration  Statement"  pursuant  to Part II of Form S-8 and Form S-3.
Pursuant to the Note to Part I of Form S-8, the information  with respect to the
Plans  specified  by  Part I is not  filed  with  the  Securities  and  Exchange
Commission (the  "Commission"),  but a document  containing such information has
been sent or given to each person  eligible to  participate in each of the Plans
as specified by Rule 428(b)(1) under the Securities Act.

         Because the Company,  at the time of the filing of the Prospectus,  did
not satisfy the requirements for use of Form S-3, the amount of securities to be
reoffered or resold by means of the  Prospectus,  by each person,  and any other
person  with whom he or she is acting in  concert  for the  purpose  of  selling
securities of the Company,  may not exceed,  during any three-month  period, the
amount specified in Rule 144(e) under the Securities Act.


<PAGE>
                                                           

PROSPECTUS
                   S-3 Reoffer Prospectus dated June 18, 1996

                              UNITED TRANSNET, INC.

                         625,000 Shares of Common Stock
       Issuable under the United TransNet, Inc. 1995 Stock Incentive Plan

                          50,000 Shares of Common Stock
         Issuable under the United TransNet, Inc. Stock and Option Plan
                           for Non-Employee Directors

                         216,110 Shares of Common Stock
     Issuable upon the exercise of options granted pursuant to certain Stock
                               Option Agreements

         This Reoffer Prospectus (this "Prospectus") is being used in connection
with the  offering  from  time to time by  certain  stockholders  (the  "Selling
Stockholders")  of United TransNet,  Inc. (the  "Company"),  of shares of Common
Stock, par value $.001 per share ("Common  Stock"),  of the Company which may be
acquired  upon the  exercise  of stock  options  granted  pursuant to the United
TransNet,  Inc. 1995 Stock  Incentive  Plan (the "1995  Plan"),  the exercise of
stock  options  granted  pursuant to the United  TransNet,  Inc.  1996 Stock and
Option Plan for Non-Employee Directors (the "1996 Plan", collectively,  together
with the 1995 Plan,  the "Plans") or upon the exercise of stock options  granted
pursuant to certain Stock Option  Agreements  (the "Stock  Option  Agreements").
Options  or shares of Common  Stock may be issued  under  either of the Plans in
amounts and to persons not  presently  known by the  Company;  when known,  such
persons,  their  holdings of Common Stock and certain other  information  may be
included in a subsequent version of this Prospectus. The Company will receive no
proceeds  from the sale by the  Selling  Stockholders  of the  shares  of Common
Stock.

         The Common Stock  issuable upon exercise of the options  covered by the
Plans and the Stock Option Agreements  (collectively,  the "Shares") may be sold
from  time  to  time  by  the  Selling  Stockholders  or  by  pledgees,  donees,
transferees or other  successors in interest.  Such sales may be made on the New
York Stock  Exchange  (the "NYSE") at prices and at terms then  prevailing or at
prices related to the then current market price, or in negotiated  transactions.
All discounts,  commissions or fees incurred in connection  with the sale of the
Shares  offered  hereby  will  be  paid by the  Selling  Stockholders  or by the
purchasers of the Shares,  except that the expenses of preparing and filing this
Prospectus  and the  related  Registration  Statement  with the  Securities  and
Exchange  Commission  (the  "Commission"),  and of registering or qualifying the
Shares will be paid by the Company.

         The Selling  Stockholders  and any broker  executing  selling orders on
behalf of the Selling  Stockholders may be deemed to be an "underwriter"  within
the meaning of the Securities Act of 1933 (the "Securities Act"), in which event
any  commission  received  by  such  broker  may be  deemed  to be  underwriting
commissions under the Securities Act.

         The Shares of the Company are listed on the NYSE under the symbol "UT."
The closing  price of the  Company's  Shares as reported on the NYSE on June 12,
1996 was $20.6875.

         See "Risk  Factors"  beginning  on page 6 for a  discussion  of certain
factors that should be considered by prospective  purchasers of the Common Stock
offered hereby.

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
     AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


<PAGE>


                                       -2-

                                TABLE OF CONTENTS

    Section                                                               Page

Additional Information..................................................   2
Incorporation of Certain Documents by Reference.........................   3
Risk Factors............................................................   5
The Company.............................................................   9
Selling Stockholders....................................................   9
Plan of Distribution....................................................  11
Legal Matters...........................................................  12
Experts.................................................................  12
Indemnification of Directors and Officers...............................  12


         No  person  is  authorized  to give  any  information  or to  make  any
representation,  other than as contained herein, in connection with the offering
described  in  this  Prospectus,  and  any  information  or  representation  not
contained  herein  must not be relied  upon as  having  been  authorized  by the
Company or the Selling  Stockholders.  This  Prospectus  does not  constitute an
offer to sell or a solicitation of an offer to buy any securities offered hereby
in any jurisdiction in which it is not lawful or to any person to whom it is not
lawful to make any such offer or  solicitation.  Neither  the  delivery  of this
Prospectus nor any sale made hereunder shall under any circumstances, create any
implication that information  herein is correct as of any time subsequent to the
date hereof.

                             ADDITIONAL INFORMATION

         The  Company  is  subject  to  the  information   requirements  of  the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  may be  inspected  and  copied at the public
reference  facilities  maintained by the Commission at Judiciary Plaza Building,
450 Fifth Street,  N.W., Room 1024,  Washington,  D.C.  20549,  and its Regional
Offices located at 7 World Trade Center,  13th Floor,  New York, New York 10048;
and Citicorp  Center,  500 West Madison Street,  Suite 1400,  Chicago,  Illinois
60661-2511.  Copies of such  materials  may be obtained  from the  Commission at
Judiciary Plaza, 450 Fifth Street, N.W.,  Washington,  D.C. 20549, at prescribed
rates.

         The  Common  Stock is listed on the New York Stock  Exchange.  Reports,
proxy statements and other  information  concerning the Company can be inspected
at the offices of the New York Stock  Exchange,  20 Broad Street,  New York, New
York 10005.

         In addition,  the Company will provide without charge to each person to
whom this  Prospectus is  delivered,  upon either the written or oral request of
any such person,  a copy of any and all of the information  that has been or may
be  incorporated  by reference in this  Prospectus,  other than exhibits to such
documents. Requests for such copies should be directed to United TransNet, Inc.,
1080 Holcomb  Bridge Road,  Building 200,  Suite 140,  Roswell,  Georgia  30076,
Attention: Philip A. Belyew, Chairman; telephone number (770) 518-1180.



<PAGE>


                                       -3-


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents which have been or will be filed by the Company
with the  Commission  are  incorporated  by reference in and made a part of this
Prospectus, as of their respective dates:

         (a)      (i) The Company's  Annual Report on Form 10-K, dated March 27,
                  1996  (File  No.  1-14134),  filed  with  the  Securities  and
                  Exchange  Commission  (the  "Commission")  on March  27,  1996
                  pursuant to Section 13 or 15(d) of the Securities Exchange Act
                  of 1934, as amended (the "Exchange  Act"),  (ii) the Quarterly
                  Report on Form 10-Q of the Company for the Quarter ended March
                  30, 1996 (File No. 1-14134),  filed with the Commission on May
                  10, 1996  pursuant to Section 13 or 15(d) of the Exchange Act,
                  (iii) the  Current  Report on Form 8-K of the  Company,  dated
                  January 30, 1996 (File No. 1-14134), filed with the Commission
                  on January  30,  1996  pursuant  to Section 13 or 15(d) of the
                  Exchange  Act,  (iv)  the  Current  Report  on Form 8-K of the
                  Company,  dated April 15, 1996 (File No. 1-14134),  filed with
                  the  Commission  on April 15,  1996  pursuant to Section 13 or
                  15(d) of the Exchange Act, and (v) the Current  Report on Form
                  8-K of the  Company,  dated May 23,  1996 (File No.  1-14134),
                  filed with the Commission on May 23, 1996.

         (b)      All documents filed by the Company pursuant to Sections 13(a),
                  13(c), 14 and 15(d) of the Exchange Act subsequent to the date
                  of the registration statement of which this Prospectus forms a
                  part prior to the filing of a  post-effective  amendment which
                  indicates that all securities  offered have been sold or which
                  deregisters all securities then remaining unsold.

         (c)      The  Company's  prospectus,  dated May 23, 1996, as filed with
                  the  Commission  pursuant to Rule 424(b) under the  Securities
                  Act on May 23, 1996, relating to Post-Effective  Amendment No.
                  2 to the  Company's  Registration  Statement on Form S-1 (File
                  No. 333-396),  containing the  consolidated  balance sheets of
                  the Company as of March 30, 1996  (unaudited) and December 31,
                  1995, the consolidated financial statements of the Company for
                  the period from  December 20 to December  31, 1995 and for the
                  three   months   ended   March  30,  1996   (unaudited),   the
                  consolidated  financial  statements  of the Combined  Founding
                  Companies   for  the  three   months   ended  March  31,  1995
                  (unaudited),  financial  statements  of the Combined  Founding
                  Companies  at  December  31,  1993 and 1994 and for the period
                  ended December 19, 1995, the consolidated financial statements
                  of CDG Holding  Corp.,  the combined  financial  statements of
                  Tricor America, Inc., the consolidated financial statements of
                  Film Transit,  Incorporated, the combined financial statements
                  of the  Districts  of  Lanter  Courier  Corporation,  and  the
                  consolidated   financial   statements  of  Salmon  Acquisition
                 


<PAGE>


                                       -4-

                  Corporation  at December  31, 1993 and 1994 and for the period
                  ended  December  19,  1995,  and  the  consolidated  financial
                  statements of 3D  Distribution  Systems,  Inc. at December 31,
                  1993 and 1994 and for the year ended October 31, 1993, for the
                  two  months  ended  December  31,  1993,  for the  year  ended
                  December 31, 1994 and for the period ended  December 19, 1995,
                  together  with the related  notes and the  reports  thereon by
                  Price Waterhouse LLP, independent accountants,  and containing
                  the financial  statements of Eddy Messenger Service,  Inc., as
                  of March 31, 1996 (unaudited) and December 31, 1995,  together
                  with the  related  notes and  report  thereon by Ernst & Young
                  LLP, independent auditors.

         (d)      The description of the Common Stock contained in the Company's
                  registration  statement  on Form 8-A dated  December  12, 1995
                  (File No.  1-14134),  filed with the  Securities  and Exchange
                  Commission  on December 12, 1995 pursuant to Section 12 of the
                  Exchange Act,  including  any  amendments or reports filed for
                  the purpose of updating such description.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes of this Prospectus to the extent that a statement herein, or in any
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference,  modifies or supersedes such statement.  Any statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.



<PAGE>


                                       -5-

                                  RISK FACTORS

         In  addition  to  other  information   contained  in  this  Prospectus,
prospective  investors  should  consider  carefully  the  following  information
relating to the Company and the Common Stock before  making an investment in the
Common Stock offered hereby.

Absence of Combined Operating History

         The  Company  was  founded  in  October  1995 to  effect  mergers  (the
"Mergers") with six companies which provide ground and air courier services (the
"Founding Companies") and prior to December 1995 conducted no operations.  Prior
to  the  Mergers,  each  of  the  Founding  Companies  operated  as  a  separate
independent  entity and there can be no assurance that the Company's  management
will  successfully  integrate the combined entity and effectively  implement the
Company's operating or growth strategies.

Acquisition Strategy; Possible Need for Additional Financing

         One of the  Company's  business  strategies  is to  acquire  additional
scheduled  ground and air courier  companies  that will  complement its existing
operations or provide it with an entry into regions it does not presently serve.
There can be no  assurance  the  Company  will be able to acquire or  profitably
manage additional companies or successfully  integrate such additional companies
into the Company. In addition, there can be no assurance that companies acquired
in the future either will be beneficial to the successful  implementation of the
Company's  overall strategy or will ultimately  produce returns that justify the
investment  therein,  or that  the  Company  will  be  successful  in  achieving
meaningful economies of scale through the acquisition thereof.

         The  Company  intends to issue  shares of Common  Stock as its  primary
method of financing acquisitions. In the event that the Company chooses to issue
Common Stock as acquisition consideration and the Common Stock does not maintain
a sufficient  valuation,  or potential  acquisition  candidates are unwilling to
accept  Common  Stock  as  part of the  consideration  for  the  sale  of  their
businesses,  the Company may be required to utilize more of its cash  resources,
if available,  in order to continue its acquisition program. If the Company does
not have  sufficient  cash  resources,  its growth could be limited unless it is
able  to  obtain  the  necessary  capital  through  additional  debt  or  equity
financings.  There can be no  assurance  that the Company will be able to obtain
such  financing  if and when it is  needed  or that,  if  available,  it will be
available on terms the Company deems acceptable.  As a result, the Company might
be unable to implement successfully its acquisition strategy.

Highly Competitive Industry

         The market for  scheduled  ground and air  courier  services  is highly
competitive.  Competition  on pricing is often intense in the courier  industry,
particularly  for basic delivery  services.  Additionally,  other companies with
significantly greater financial and other resources than the Company that do not
currently  operate ground and air courier business may enter the industry in the
future.



<PAGE>


                                       -6-

Claims Exposure

         As  of  March  30,   1996,   the  Company   utilized  the  services  of
approximately  5,879  drivers and from time to time such drivers are involved in
accidents.  The Company carries liability insurance of $15 million for each such
accident (it may  self-insure for the first $250,000  claimed),  and independent
owner/operators  are  required to maintain  liability  insurance of at least the
minimum amounts required by applicable state law.  Furthermore,  all drivers and
independent  owner/operators  are covered by the Company's  fidelity bond. There
can be no assurance that claims against the Company, whether under the liability
insurance  or the  fidelity  bond,  will not  exceed  the  applicable  amount of
coverage. In addition, the Company's increased visibility and financial strength
as a public company may create additional  claims exposure.  If the Company were
to  experience a material  increase in the  frequency or severity of  accidents,
liability claims,  workers'  compensation claims, or unfavorable  resolutions of
claims, the Company's operating results could be materially  adversely affected.
In addition, significant increases in insurance costs could reduce the Company's
profitability.

Reliance on Key Personnel

         The Company's  operations are dependent on the continued efforts of its
executive officers and senior management.  Furthermore,  the Company may to some
extent be dependent on the senior  management of companies  that may be acquired
in the future. If the executive  officers of the Company become unable or decide
not to continue in their present roles,  or if a material  number of such senior
management  fail to  continue  with the  Company  and the  Company  is unable to
attract and retain other  skilled  employees,  the Company's  business  could be
adversely affected.

Status of Independent Owner/Operators

         From time to time,  federal and state authorities have sought to assert
that independent owner/operators in the transportation industry, including those
utilized by the Company, are employees, rather than independent contractors. The
Company  believes that the independent  owner/operators  utilized by the Company
are not employees under the existing  interpretations of federal and state laws.
However,  there can be no assurance that federal and state  authorities will not
challenge this position, or that other laws or regulations,  including tax laws,
or  interpretations  thereof,  will not  change.  If,  as a result of any of the
foregoing,  the Company is required to pay for and administer  added benefits to
independent  owner/operators,  the  Company's  operating  costs would  increase.
Additionally,  if the Company is required to pay backup withholding with respect
to amounts paid to such persons,  it may be required to pay penalties  and/or to
restate financial information from prior periods.

Technology

         Some analysts have predicted that the increased use of electronic funds
transfers  will cause the  development  of a  "checkless  society",  which could
adversely affect demand for the Company's  services from the financial  services
industry. Similarly, technological advances in the nature of "electronic mail"


<PAGE>


                                       -7-

and  "telefax"  have  affected  the  demand for  on-call  delivery  services  by
customers.  While none of these technological developments has had a significant
adverse  impact on the  Company's  business to date,  and although the number of
checks written in the United States has increased annually since 1990, there can
be no  assurance  that  these or similar  technologies  will not have an adverse
effect on the Company in the future.

Significant Influence of Directors and Executive Officers

         As of  the  date  of  this  Prospectus,  the  Company's  directors  and
executive  officers  as a  group  beneficially  owned  approximately  43% of the
outstanding  Common Stock.  Although the  directors and executive  officers as a
group do not hold a majority  of the  outstanding  Common  Stock,  they are in a
position, if they act together, to exert significant influence over the election
of directors and other corporate actions requiring stockholder approval.

Shares Eligible for Future Sale; Possible Adverse Effect on Future Market Prices

         The Company can make no prediction as to the effect, if any, that sales
of additional  shares of Common Stock or the  availability  of shares for future
sale will have on the  market  price of the  Common  Stock.  Sales in the public
market of substantial  amounts of the Common Stock (including shares issued upon
the exercise of outstanding  options),  or the perception  that such sales could
occur,  could depress  prevailing market prices for the Common Stock. Such sales
also may make it more  difficult  for the Company to sell equity  securities  or
equity-related  securities  in the future at a time and price  that the  Company
deems appropriate.

         As  partial   consideration   for  the  mergers  (the   "Mergers")   of
wholly-owned subsidiaries of the Company, in separate transactions with and into
six companies  which  provide  ground and air courier  services  (the  "Founding
Companies"),  the  stockholders  of  the  Founding  Companies  received,  in the
aggregate 4,692,222 shares of Common Stock. Such shares are not registered under
the Securities Act, and such stockholders have demand and piggyback registration
rights with respect to such shares. In connection with the Mergers,  the Company
also granted to BancBoston  Ventures  Inc.,  Fleet Venture  Resources,  Inc. and
Fleet  Venture  Partners  III demand  registration  rights with respect to their
shares of Common Stock, and granted piggyback registration rights to First Union
National  Bank of  Georgia  ("First  Union").  Any  shares  which  have not been
registered  may  not  be  sold  except  in  transactions  registered  under  the
Securities Act or pursuant to an exemption from registration.

         As of the date of this Prospectus,  the Company had outstanding options
to  purchase  212,711  shares of Common  Stock and had  outstanding  options  to
purchase  and  additional  219,997  shares of Common  Stock under the 1995 Plan,
under which 405,003  shares remain  eligible for issuance.  Under the 1996 Plan,
50,000 shares of Common Stock have been reserved for issuance.  Seventy  percent
of the non-employee directors' annual fee will be payable in the form of options
to purchase  Common  Stock  pursuant  to the 1996 Plan and the  balance  will be
payable in cash,  and  non-employee  directors  will be able to elect to receive
Common Stock in lieu of all or a specified portion, in increments of twenty-five
percent,  of their  cash  compensation.  Upon  the  registration  of the  shares
issuable upon the exercise of options  granted under the Plans,  the shares will
be eligible for resale in the public markets.


<PAGE>


                                       -8-

         The Company,  all of the stockholders of the Founding Companies and the
executive officers and directors of the Company have agreed not to offer or sell
any shares of Common Stock of the Company,  including the shares  referred to in
the  preceding  paragraph,  during a period  of 180 days (the  "Lockup  Period")
commencing  December 14, 1995 without the prior written  consent of Smith Barney
Inc.,  except  that the  Company  may issue  Common  Stock upon the  exercise of
options or in connection with  acquisitions.  After the Lockup Period,  all such
shares may be sold in accordance with Rule 144 promulgated  under the Securities
Act, subject to the volume, holding period and other limitations of Rule 144.

Effect of Certain Charter Provisions

         Pursuant  to  the  Company's   Amended  and  Restated   Certificate  of
Incorporation,  as  amended,  the  Board  of  Directors  is  empowered  to issue
Preferred   Stock   without   stockholder   approval.   The  existence  of  this
"blank-check"  Preferred  Stock could  render more  difficult or  discourage  an
attempt to obtain  control of the  Company by means of a tender  offer,  merger,
proxy contest or otherwise, and may adversely affect the prevailing market price
of the Common Stock.  In addition,  the Company is subject to Section 203 of the
Delaware General Corporation Law, which limits  transactions  between a publicly
held company and "interested  stockholder"  (generally,  those stockholders who,
together with their affiliates and associates, own 15% or more of such company's
outstanding capital stock). Section 203 may have the effect of deterring certain
potential  acquisitions  of the Company.  In addition to the Board of Directors'
ability to issue Preferred Stock, the Company's Amended and Restated Certificate
of   Incorporation   and  By-Laws  contain  other   provisions  which  may  have
anti-takeover  effects.  The  Company's  Amended  and  Restated  Certificate  of
Incorporation  furthermore  contains a so-called "fair price"  provision,  which
requires  that,  unless certain  transactions  are approved by a majority of the
Company's  disinterested   directors,   certain  minimum  price  and  procedural
requirements  must be observed by any party which acquires more than ten percent
of the  outstanding  shares of Common  Stock of the  Company  and then  seeks to
accomplish a merger or other form of business  combination or transaction (which
would  eliminate or could  significantly  change the  interests of the remaining
stockholders).

No Dividends

         The Company does not anticipate  paying any cash dividends on shares of
its  Common  Stock in the  foreseeable  future  and  intends  to  retain  future
earnings, if any, for use in its business. In addition,  the Company has entered
into a credit  agreement (the "Credit  Agreement")  with First Union (for itself
and as agent for other participating  lenders) pursuant to which the Company may
borrow up to $50  million to  refinance  certain  existing  indebtedness  of the
Founding  Companies  which  was  assumed  in the  Mergers,  as  well  as to fund
acquisitions  and  provide  working  capital  and for  other  general  corporate
purposes.  The  Credit  Agreement  limits  the  Company's  ability  to pay  cash
dividends on its Common Stock.



<PAGE>

                                       -9-


                                   THE COMPANY

         United  TransNet,  Inc. (the "Company") was  incorporated on October 5,
1995. Its principal  executive  offices are located at 1080 Holcomb Bridge Road,
Building 200, Suite 140,  Roswell,  Georgia 30076,  and its telephone  number is
(770) 518-1180.  The Common Stock of the Company is listed on the New York Stock
Exchange under the symbol "UT."

         The Company  offers a variety of customized  distribution  services for
corporate  customers  with  time-sensitive  pickup  and  delivery  requirements.
Management believes that the Company is the leading provider of scheduled ground
courier  services  in the  United  States.  Through  both  its  ground  and  air
divisions,  the Company provides scheduled and unscheduled  delivery service for
local, regional,  national and international  shipments, and offers same-day and
next-day delivery options. The Company has one of the largest courier and parcel
fleets  in the  United  States,  facilitating  the  Company's  broad  geographic
coverage.  Unlike most of the  Company's  competitors  which  serve  principally
metropolitan  areas,  the  Company  serves all points in many  states and is the
leading intrastate ground courier in most of such states.

         On December  20, 1995,  wholly-owned  subsidiaries  of the Company,  in
separate  transactions,  merged with six companies  which provide ground and air
courier  services in exchange for shares of the Company's Common Stock and cash.
Prior to the Mergers, each of the Founding Companies was an established business
with a leading market position,  experienced  management and long-term  customer
relationships  in its  respective  regional  market.  The Company  continues  to
operate  the  business  of each  Founding  Company on a  decentralized  basis to
preserve their strong regional  franchises.  The Company's senior  management is
coordinating  and  standardizing  key  functions  of  the  Founding   Companies,
including operations,  purchasing, sales and marketing and acquisitions.  In May
1996,  the  Company  acquired  Eddy  Messenger  Service,  Inc,  and three  other
companies.

                              SELLING STOCKHOLDERS

         The  following  table  sets  forth:   (i)  the  name  of  each  Selling
Stockholder,  whose  name  is  known  as of  the  date  of  the  filing  of  the
registration statement of which this Prospectus forms a part, under the Plans or
under the Stock Option  Agreements  who may sell Common  Stock  pursuant to this
Prospectus,  (ii) his or her position(s) with the Company and its  predecessors,
over the last three years,  (iii) the number of shares of Common Stock owned (or
subject  to  option)  by each such  Selling  Stockholder  as of the date of this
Prospectus,  (iv) the number of shares of Common  Stock which may be offered and
are being  registered  for the account of each such Selling  Stockholder by this
Prospectus (all of which may be acquired by the Selling Stockholders pursuant to
the  exercise  of  options)  and (v) the amount of the class to be owned by each
such Selling  Stockholder  if such Selling  Stockholder  were to sell all of the
shares of Common  Stock  covered by this  Prospectus.  There can be no assurance
that any of the Selling  Stockholders  will offer for sale or sell any or all of
the Shares  offered by them  pursuant to this  Prospectus.  Options or shares of


<PAGE>


                                      -10-

Common  Stock may be issued  under either of the Plans in amounts and to persons
not presently known by the Company; when known, such persons,  their holdings of
Common  Stock and certain  other  information  may be  included in a  subsequent
version of this Prospectus.

<TABLE>
<CAPTION>

                                                                 Number of
                                                                 shares (both
                                                                 directly held or                      Number of
                                                                 subject to                            shares owned if
                                                                 option) prior to                      all registered
                                                                 this               Number of          hereunder were
                                                                 registration*/     shares to be       sold/
Name                             Position with the Company       Percentage         registered         Percentage
<S>                             <C>                             <C>                <C>                <C>     

Philip A. Belyew                 Chairman, President,            193,282/           89,223             104,059/
                                 Chief Executive Officer         1.9 %                                 1.0 %
                                 and Director(1)

Ronald J. Barowski+              Executive Vice President        72,942/**          40,098             32,844/**
                                 and Chief Financial
                                 Officer(2)

R. David England, Jr.+           Executive Vice                  85,300/**          52,455             32,845/**
                                 President, Ground(3)

George G. Wagner+                Senior Vice President,          74,222/**          41,378             32,844/**
                                 National Account
                                 Sales(4)

James W. Bennett+                Vice President of Sales,        5,438/**           3,399              2,039/**
                                 Marketing and National
                                 Accounts(5)

Mark E. Rykowski+                Vice President of Group         17,650/**          17,650             0
                                 Services(6)

George E. Glaser, II             Corporate Controller(7)         5,000/**           5,000              0

Jennifer L. Upton                None(8)                         3,399/**           3,399              0
<FN>

*   =    For purposes of this table,  the number of shares owned prior to this
         registration  includes  all shares  which would be owned if all options
         granted  under  the  1995  Plan or the  Stock  Option  Agreements  were
         exercised.
**  =    Less than one percent.
+   =    Pursuant to a Lock-Up Letter, dated as of June 10, 1996, addressed to
         the  Board of  Directors  of the  Company,  this  officer  may upon the
         issuance of Common Stock  pursuant to the  exercise of options  granted
         under his Stock  Option  Agreement,  immediately  sell only 50% of such
         Common  Stock.  The officer may not sell the balance  prior to December
         20, 1997  without the prior  consent of the Board;  provided,  however,
         that if, prior to December 20, 1997, there is a transaction pursuant to
         which a  change  of  control  of the  Company  is  effected,  in  which
         restricted Common Stock held by the stockholders of the Founding 
         Companies immediately prior to the Mergers may be disposed of, the 
         Lock-Up Letter will  not  prohibit  such  officer  from exercising his
         options  and disposing of his shares in such transaction.
(1)      Mr.  Belyew took these  offices in October  1995.  From June 1994 until
         December 1995, Mr. Belyew was the President and Chief Executive Officer
         of both CDG  Holding  Corp.  and Courier  Dispatch  Group,  Inc.,  both
         predecessors  to the Company,  and was a director of CDG Holding  Corp.
         from February 1994 until December  1995.  From December 1991 until June
         1994, Mr. Belyew was President and Chief  Operating  Officer of Courier
         Dispatch Group, Inc.

<PAGE>


                                      -11-

(2)      Mr.  Barowski took these offices in October 1995. Mr.  Barowski was the
         Secretary  and a  director  of the  Company  from  October  1995  until
         December 1995.  From March 1992 until  December 1995, Mr.  Barowski was
         the Vice President, Chief Financial Officer, Secretary and Treasurer of
         CDG Holding Corp. and Courier Dispatch Group, Inc.
(3)      Mr.  England  took office in December  1995.  From  October  1994 until
         December  1995,  Mr.  England was the Vice  President,  Operations,  of
         Courier Dispatch Group,  Inc. From October 1992 until October 1994, Mr.
         England  was the  Vice  President,  Business  Development,  of  Courier
         Dispatch Group, Inc.
(4)      Mr. Wagner took office in December 1995. From 1988 until December 1995,
         Mr. Wagner was a Corporate Vice President for air courier  dispatch and
         national  account sales and customer service of Courier Dispatch Group,
         Inc.
(5)      Mr. Bennett took office in March 1996. From July 1994 until March 1996,
         Mr.  Bennett was the Vice  President of Sales and Marketing for Courier
         Dispatch  Group,  Inc. From February 1989 until July 1994,  Mr. Bennett
         was a Vice President of Pony Express Courier Corp.
(6)      Mr.  Rykowski took office in March 1996.  From January 1996 until March
         1996,  Mr.  Rykowski was the Vice  President of Operations  for Courier
         Dispatch  Group,  Inc.  Mr.  Rykowski  has  been  employed  in  various
         capacities  by Courier  Dispatch  Group,  Inc.,  including  as National
         Business Analyst (1993 to 1994) and Director of Operations (1994-1995).
(7)      Mr. Glaser took office in June 1996. From January 1996 until June 1996,
         Mr. Glaser was a Project Director for Acordia of Louisville,  Inc. From
         February 1993 until January  1996,  Mr. Glaser was Executive  Director,
         Finance and Operations of Anthem Blue Cross and Blue Shield.
(8)      Ms. Upton was  Corporate  Controller  of the Company from February 1996
         until March 1996.  From August 1992 to February 1996, Ms. Upton was the
         Controller of Courier Dispatch Group, Inc.
</FN>
</TABLE>


                              PLAN OF DISTRIBUTION

         The Selling  Stockholders  have not advised the Company of any specific
plans for distribution of the Shares offered hereby,  but it is anticipated that
the  Shares  will be sold from time to time by the  Selling  Stockholders  or by
pledgees, donees, transferees or other successors in interest. Such sales may be
made on the NYSE at prices and at terms then  prevailing or at prices related to
the then current market price, or in negotiated transactions.  The Shares may be
sold by one or more of the  following:  (a) a block trade in which the broker or
dealer so engaged  will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate  the  transaction;  (b)
purchases by a broker or dealer for its account pursuant to this Prospectus;  or
(c)  ordinary  brokerage  transactions  and  transactions  in which  the  broker
solicits  purchases.  In  effecting  sales,  brokers or  dealers  engaged by the
Selling  Stockholders  may arrange for other brokers or dealers to  participate.
Brokers  or  dealers  will  receive   commissions   or  discounts  from  Selling
Stockholders  in amounts to be negotiated  immediately  prior to the sale.  Such
brokers or dealers and any other participating  brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales, and any commissions received by them and any profit realized by them
on the resale of shares as principals  may be deemed  underwriting  compensation
under the  Securities  Act. The expenses of preparing  this  Prospectus  and the
related Registration  Statement with the Commission will be paid by the Company.
Shares of Common Stock  covered by this  Prospectus  also may qualify to be sold
pursuant to Rule 144 under the  Securities  Act,  rather  than  pursuant to this
Prospectus.  The Selling Stockholders have been advised that they are subject to
the applicable  provisions of the Exchange Act,  including  without  limitation,
Rules 10b-5, 10b-6 and 10b-7 thereunder.



<PAGE>


                                      -12-


                                  LEGAL MATTERS

         The  validity  of the shares of Common  Stock  offered  hereby  will be
passed upon for the Company by Sullivan & Worcester LLP, Boston,  Massachusetts.
Harvey E. Bines,  a member of the firm of Sullivan & Worcester LLP, was a member
of the Board of  Directors  of the Company  from  December 20, 1995 until May 7,
1996.  As of the date of this  Prospectus,  Mr.  Bines  held  options to acquire
10,199  shares of Common Stock at a purchase  price of $4.42 per share and owned
1,000 shares of Common Stock.

                                     EXPERTS

         The consolidated financial statements of the Company as of December 31,
1995 and for the period from  December 20 to December  31,  1995;  the  combined
financial statements of the Combined Founding Companies,  consolidated financial
statements of CDG Holding  Corp.,  the combined  financial  statements of Tricor
America,   Inc.,  the  consolidated   financial   statements  of  Film  Transit,
Incorporated,  the  combined  financial  statements  of the  Districts of Lanter
Courier  Corporation  and  the  consolidated   financial  statements  of  Salmon
Acquisition Corporation as of December 31, 1993 and 1994 and for the years ended
December  31, 1993 and 1994 and the period  ended  December  19,  1995;  and the
consolidated  financial  statements  of  3D  Distribution  Systems,  Inc.  as of
December 31, 1993 and 1994 and for the year ended October 31, 1993,  for the two
months ended December 31, 1993, for the year ended December 31, 1994 and for the
period ended December 19, 1995 included in the Company's  prospectus,  dated May
23, 1996, as such  prospectus is incorporated by reference in and made a part of
this  Prospectus,  have been so  included  in  reliance  on the reports of Price
Waterhouse LLP, independent accountants,  given on the authority of said firm as
experts in auditing and accounting.

         The financial  statements of Eddy Messenger Service,  Inc. for the year
ended December 31, 1995 included in the Company's Post-Effective Amendment No. 2
to the Registration Statement (Form S-1, No. 333-396)  dated May 23, 1996, have
been audited by Ernst & Young LLP, independent  auditors,  as set forth in their
report thereon  included  therein and  incorporated  by reference  herein.  Such
financial  statements are incorporated herein by reference in reliance upon such
report  given  upon the  authority  of said firm as experts  in  accounting  and
auditing.


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of the Company may
and, in certain cases,  must be indemnified by the Company against,  in the case
of a non-derivative  action,  judgments,  fines,  amounts paid in settlement and
reasonable expenses (including  attorney's fees), if in either type of action he
acted in good faith and in a manner he reasonably believed to be in or not


<PAGE>


                                      -13-

opposed to the best  interests of the Company and, in a  non-derivative  action,
which  involves a criminal  proceeding,  in which such person had no  reasonable
cause to believe his conduct was unlawful.  This indemnification does not apply,
in a derivative action, to matters as to which it is adjudged that the director,
officer,  employee or agent is liable to the Company, unless upon court order it
is determined that,  despite such adjudication of liability,  but in view of all
the circumstances of the case, he is fairly and reasonably entitled to indemnity
for expenses.

         Article  Eighth of the Company's  Amended and Restated  Certificate  of
Incorporation  in effect  provides that the Company shall  indemnify each person
who is or was a director,  trustee, officer, employee or agent of the Company to
the fullest  extent  permitted by applicable  law as it presently  exists or may
hereafter be amended.

         Article  Ninth of the  Company's  Amended and Restated  Certificate  of
Incorporation  states that no director of the Company shall be personally liable
to the Company or its  stockholders for monetary damages for breach of fiduciary
duty as a director,  except to the extent that  exculpation  of liability is not
permitted under the DGCL when such breach occurred.

         The Company has entered  into an  indemnification  agreement  with each
director, effective as of the date of his or her appointment,  pursuant to which
it has agreed to indemnify  such  director  for monetary  damages to the fullest
extent permitted under the DGCL.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
informed that in the opinion of the Commission such  indemnification  is against
public policy as expressed in the Securities Act and is therefore unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the  payment by the  Company of  expenses  incurred  or paid by a director,
officer or controlling  person of the Company in the  successful  defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.



<PAGE>


                                     II - 1

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3 (Form S-8).  Incorporation of Documents by Reference.

         The following documents which have been or will be filed by the Company
with the  Commission  are  incorporated  by reference in and made a part of this
Prospectus, as of their respective dates:

         (a)      (i) The Company's  Annual Report on Form 10-K, dated March 27,
                  1996  (File  No.  1-14134),  filed  with  the  Securities  and
                  Exchange  Commission  (the  "Commission")  on March  27,  1996
                  pursuant to Section 13 or 15(d) of the Securities Exchange Act
                  of 1934, as amended (the "Exchange  Act"),  (ii) the Quarterly
                  Report on Form 10-Q of the Company for the Quarter ended March
                  30, 1996 (File No. 1-14134),  filed with the Commission on May
                  10, 1996  pursuant to Section 13 or 15(d) of the Exchange Act,
                  (iii) the  Current  Report on Form 8-K of the  Company,  dated
                  January 30, 1996 (File No. 1-14134), filed with the Commission
                  on January  30,  1996  pursuant  to Section 13 or 15(d) of the
                  Exchange  Act,  (iv)  the  Current  Report  on Form 8-K of the
                  Company,  dated April 15, 1996 (File No. 1-14134),  filed with
                  the  Commission  on April 15,  1996  pursuant to Section 13 or
                  15(d) of the Exchange Act, and (v) the Current  Report on Form
                  8-K of the  Company,  dated May 23,  1996 (File No.  1-14134),
                  filed with the Commission on May 23, 1996.

         (b)      All documents filed by the Company pursuant to Sections 13(a),
                  13(c), 14 and 15(d) of the Exchange Act subsequent to the date
                  of the registration statement of which this Prospectus forms a
                  part prior to the filing of a  post-effective  amendment which
                  indicates that all securities  offered have been sold or which
                  deregisters all securities then remaining unsold.

         (c)      The  Company's  prospectus,  dated May 23, 1996, as filed with
                  the  Commission  pursuant to Rule 424(b) under the  Securities
                  Act on May 23, 1996, relating to Post-Effective  Amendment No.
                  2 the Company's  Registration  Statement on Form S-1 (File No.
                  333-396),  containing the  consolidated  balance sheets of the
                  Company as of March 30,  1996  (unaudited)  and  December  31,
                  1995, the consolidated financial statements of the Company for
                  the period from  December 20 to December  31, 1995 and for the
                  three   months   ended   March  30,  1996   (unaudited),   the
                  consolidated  financial  statements  of the Combined  Founding
                  Companies   for  the  three   months   ended  March  31,  1995
                  (unaudited),  financial  statements  of the Combined  Founding
                  Companies  at  December  31,  1993 and 1994 and for the period
                  ended December 19, 1995, the consolidated financial statements
                  of CDG Holding  Corp.,  the combined  financial  statements of
                  Tricor America, Inc., the consolidated financial statements of
                  Film Transit,  Incorporated, the combined financial statements
                  of the  Districts  of  Lanter  Courier  Corporation,  and  the
                  consolidated   financial   statements  of  Salmon  Acquisition
                  Corporation  at December  31, 1993 and 1994 and for the period
                  ended December 19, 1995, and the consolidated financial


<PAGE>


                                     II - 2

                  statements of 3D  Distribution  Systems,  Inc. at December 31,
                  1993 and 1994 and for the year ended October 31, 1993, for the
                  two  months  ended  December  31,  1993,  for the  year  ended
                  December 31, 1994 and for the period ended  December 19, 1995,
                  together  with the related  notes and the  reports  thereon by
                  Price Waterhouse LLP, independent accountants,  and containing
                  the financial  statements of Eddy Messenger Service,  Inc., as
                  of March 31, 1996 (unaudited) and December 31, 1995,  together
                  with the related  notes and  reports  thereon by Ernst & Young
                  LLP, independent auditors.

         (d)      The description of the Common Stock contained in the Company's
                  registration  statement  on Form 8-A dated  December  12, 1995
                  (File No.  1-14134),  filed with the  Securities  and Exchange
                  Commission  on December 12, 1995 pursuant to Section 12 of the
                  Exchange Act,  including  any  amendments or reports filed for
                  the purpose of updating such description.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes of this Prospectus to the extent that a statement herein, or in any
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference,  modifies or supersedes such statement.  Any statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

Item 4 (Form S-8).  Description of Securities.

         Not applicable.

Item 5 (Form S-8).  Interests of Named Experts and Counsel.

         The  validity  of the shares of Common  Stock  offered  hereby  will be
passed upon for the Company by Sullivan & Worcester LLP, Boston,  Massachusetts.
Harvey E. Bines,  a member of the firm of Sullivan & Worcester LLP, was a member
of the Board of  Directors  of the Company  from  December 20, 1995 until May 7,
1996. As of the date of this registration  statement,  Mr. Bines held options to
acquire 10,199 shares of Common Stock at a purchase price of $4.42 per share and
owned 1,000 shares of Common Stock.

         The consolidated financial statements of the Company as of December 31,
1995 and for the period from  December 20 to December  31,  1995;  the  combined
financial statements of the Combined Founding Companies,  consolidated financial
statements of CDG Holding  Corp.,  the combined  financial  statements of Tricor
America,   Inc.,  the  consolidated   financial   statements  of  Film  Transit,
Incorporated,  the  combined  financial  statements  of the  Districts of Lanter
Courier  Corporation  and  the  consolidated   financial  statements  of  Salmon
Acquisition Corporation as of December 31, 1993 and 1994 and for the years ended
December  31, 1993 and 1994 and the period  ended  December  19,  1995;  and the
consolidated  financial  statements  of  3D  Distribution  Systems,  Inc.  as of
December 31, 1993 and 1994 and for the year ended October 31, 1993,  for the two
months ended December 31, 1993, for the year ended December 31, 1994 and for the
period ended December 19, 1995 included in the Company's  prospectus,  dated May
23, 1996, as such prospectus is incorporated by reference in and made a part of


<PAGE>


                                     II - 3

this  Prospectus,  have been so  included  in  reliance  on the reports of Price
Waterhouse LLP, independent accountants,  given on the authority of said firm as
experts in auditing and accounting.

         The financial  statements of Eddy Messenger Service,  Inc. for the year
ended December 31, 1995 included in the Company's Post-Effective Amendment No. 2
to the Registration Statement (Form S-1, No. 333-396)  dated May 23, 1996, have
been audited by Ernst & Young LLP, independent  auditors,  as set forth in their
report thereon  included  therein and  incorporated  by reference  herein.  Such
financial  statements are incorporated herein by reference in reliance upon such
report  given  upon the  authority  of said firm as experts  in  accounting  and
auditing.

Item 6 (Form  S-8) and Item 15 (Form  S-3).  Indemnification  of  Directors  and
Officers

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of the Company may
and, in certain cases,  must be indemnified by the Company against,  in the case
of a non-derivative  action,  judgments,  fines,  amounts paid in settlement and
reasonable expenses (including  attorney's fees), if in either type of action he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best  interests of the Company and, in a  non-derivative  action,
which  involves a criminal  proceeding,  in which such person had no  reasonable
cause to believe his conduct was unlawful.  This indemnification does not apply,
in a derivative action, to matters as to which it is adjudged that the director,
officer,  employee or agent is liable to the Company, unless upon court order it
is determined that,  despite such adjudication of liability,  but in view of all
the circumstances of the case, he is fairly and reasonably entitled to indemnity
for expenses.

         Article  Eighth of the Company's  Amended and Restated  Certificate  of
Incorporation  in effect  provides that the Company shall  indemnify each person
who is or was a director,  trustee, officer, employee or agent of the Company to
the fullest  extent  permitted by applicable  law as it presently  exists or may
hereafter be amended.

         Article  Ninth of the  Company's  Amended and Restated  Certificate  of
Incorporation  states that no director of the Company shall be personally liable
to the Company or its  stockholders for monetary damages for breach of fiduciary
duty as a director,  except to the extent that  exculpation  of liability is not
permitted under the DGCL when such breach occurred.

         The Company has entered  into an  indemnification  agreement  with each
director, effective as of the date of his or her appointment,  pursuant to which
it has agreed to indemnify  such  director  for monetary  damages to the fullest
extent permitted under the DGCL.



<PAGE>


                                     II - 4

Item 7 (Form S-8).  Exemption from Registration Claimed

         In March 1996, Ms.  Jennifer  Upton, a former  employee of the Company,
exercised  options to purchase  3,399 shares of Common Stock in connection  with
the  termination  of her  employment.  Such options had been issued to Ms. Upton
pursuant  to a Stock  Option  Agreement  in  connection  with the closing of the
Mergers upon  conversion of Courier  Dispatch Group,  Inc.  options into Company
options.  Upon the exercise of her options,  the Company  issued an aggregate of
3,399  shares  to Ms.  Upton  in a  transaction  exempt  from  the  registration
requirements  of the Securities Act pursuant to Section 4(2) thereof.  Ms. Upton
represented  that she was acquiring the shares for  investment  purposes and not
with a view to distribution  within the meaning of the Securities Act. The stock
certificate issued to Ms. Upton bears a restrictive legend.

Item 8 (Form S-8) and Item 16 (Form S-3).  Exhibits.

                                  EXHIBIT INDEX

 Exhibit No.                       Description

      3.1          Amended and Restated Certificate of Incorporation of
                   the Company, incorporated by reference to Exhibit
                   3.11 to the Company's Registration Statement on
                   Form S-1, as amended (File No. 333-396).

      3.2          Certificate of Amendment to the Amended and
                   Restated Certificate of Incorporation of the Company,
                   incorporated by reference to Exhibit 3.12 to the
                   Company's Registration Statement on Form S-1, as
                   amended (File No. 333-396).

      3.3          By-laws of the Company, incorporated by reference
                   to Exhibit 3.2 to the Company's Registration
                   Statement on Form S-1, as amended (File No. 33-
                   98152).

      4.1          United TransNet, Inc. 1995 Stock Incentive Plan, as
                   amended.*

      4.2          United TransNet, Inc. 1996 Stock and Option Plan
                   for Non-Employee Directors.*

      4.3          Stock Option Agreement with Charles L. Adamson
                   relating to 679 shares of United TransNet, Inc.
                   Common Stock.*

      4.4          Lock-Up Letter Relating to Options with Ronald J.
                   Barowski relating to options to purchase 15,098
                   shares of United TransNet, Inc. Common Stock.*


<PAGE>



                             II - 5

      4.5          Specimen Stock Certificate representing Common
                   Stock of the Company, incorporated by reference to
                   Exhibit 4 to the Company's Registration Statement on
                   Form S-1, as amended (File No. 333-396).

       5           Opinion of Sullivan & Worcester.*

     23.1          Consent of Price Waterhouse LLP*

     23.2          Consent of Ernst & Young LLP*

     23.3          Consent of Sullivan & Worcester (contained in the
                   opinion of Sullivan & Worcester filed herewith as
                   Exhibit 5).

       24          Power of Attorney (included in signature page of this
                   Registration Statement).

*Filed herewith.

Item 9 (Form S-8) and Item 17 (Form S-3).  Undertakings.

         (a)  The undersigned registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

         (i)      to include any prospectus  required by Section 10(a)(3) of the
                  Securities Act of 1933;

         (ii)     to reflect in the prospectus any facts or events arising after
                  the effective date of the Registration  Statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the registration statement;

         (iii)    to include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement or any material  change to such  information  in the
                  registration statement:

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is contained in periodic  reports  filed by the Company  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement;

         (2) that,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof; and



<PAGE>


                                     II - 6

         (3) to remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering;

         (b) for purposes of determining  any liability under the Securities Act
of 1933, each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the  Securities  Exchange Act of 1934 (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof;

         (c)  insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission  such  indemnification  is against public policy as expressed in that
Act  and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public  policy as expressed in the  Securities  Act of 1933 and will be
governed by the final adjudication of such issue.



<PAGE>


                                     II - 7

                                   SIGNATURES

         The Company.  Pursuant to the  requirements  of the  Securities  Act of
1933, the Company  certifies  that it has reasonable  grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and Form S-3 and has duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the  City of  Roswell,  State  of
Georgia, on the 18th day of June, 1996.

                                     UNITED TRANSNET, INC.


                                     By:  /s/ Philip A. Belyew
                                          Philip A. Belyew
                                          Chairman, President and
                                          Chief Executive Officer

                                POWER OF ATTORNEY

         The undersigned Officers and Directors of United TransNet,  Inc. hereby
severally  constitute  Philip A.  Belyew,  Ronald J.  Barowski,  Martha  Juelich
Gordon,  Harvey E. Bines, and each of them,  acting singly,  our true and lawful
attorneys to sign for us and in our names in the capacities  indicated below the
Company's  Registration  Statement  on Form  S-8 and Form  S-3  relating  to the
registration of an aggregate of 891,110 shares of United  TransNet,  Inc. Common
Stock issuable upon the exercise of options  granted under the United  TransNet,
Inc. 1995 Stock Incentive Plan, the United TransNet,  Inc. 1996 Stock and Option
Plan  for  Non-Employee  Directors  or  Stock  Option  Agreements  with  various
employees,  and any and all amendments and supplements  thereto,  filed with the
Securities and Exchange  Commission,  for the purpose of  registering  shares of
Common Stock,  par value $.001 per share,  under the  Securities Act of 1933, as
amended,  granting unto each of said  attorneys,  acting singly,  full power and
authority to do and perform each and every act and thing  requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person,  hereby  ratifying and confirming our signatures to
said registration  statement signed by our said attorneys and all else that said
attorneys may lawfully do and cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement has been signed below by the following persons on behalf
of the Company and in the capacities and on the dates indicated.

         Signatures                                   Date


  /s/ Philip A. Belyew                              June 18, 1996
Philip A. Belyew
Chairman, President, Chief
Executive Officer and Director



<PAGE>


                                     II - 8


  /s/ Ronald J. Barowski                            June 18, 1996
Ronald J. Barowski
Executive Vice President, Treasurer
and Chief Financial Officer

  /s/ Chee B. Louie                                 June 18, 1996
Chee B. Louie
Executive Vice President, Air and
Director

  /s/ James G. Salmon                               June 18, 1996
James G. Salmon
Vice President, Ground and
Director

  /s/ Craig H. Deery                                June 18, 1996
Craig H. Deery
Director

  /s/ John B. Ellis                                 June 18, 1996
John B. Ellis
Director

  /s/ Habib Y. Gorgi                                June 18, 1996
Habib Y. Gorgi
Director

  /s/ Charles A. Krause                             June 18, 1996
Charles A. Krause
Director
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 76568}]
{"company-data": {"conformed-name": "UNITED TRANSNET INC", "cik": "0001002223", "assigned-sic": "4210", "irs-number": "582198204", "state-of-incorporation": "DE", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06201", "film-number": "96582496"}, "business-address": {"street1": "1080 HOLCOMB BRIDGE RD", "street2": "BLDG 200 STE 140", "city": "ROSWELL", "state": "GA", "zip": "30076", "phone": "7705181180"}, "mail-address": {"street1": "1080 HOLCOMB BRIDGE ROAD", "street2": "BUILDING 200 SUITE 140", "city": "ROSWELL", "state": "GA", "zip": "30076"}}
As filed with the Securities and Exchange Commission on June 18, 1996
                                                 Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 --------------

                              FORM S-8 and FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  ------------

                              UNITED TRANSNET, INC.
               (Exact name of issuer as specified in its charter)

        Delaware                                       58-2198204
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                     Identification No.)

                1080 Holcomb Bridge Road, Building 200, Suite 140
                             Roswell, Georgia 30076
                                 (770) 518-1180
           (Address of Principal Executive Offices including zip code)
                                  -------------

   United TransNet, Inc. 1996 Stock and Option Plan for Non-Employee Directors
                 United TransNet, Inc. 1995 Stock Incentive Plan
                 Stock Option Agreements with Various Employees Relating 
    to an Aggregate of 216,110 shares of United TransNet, Inc. Common Stock
                           (Full titles of the plans)
                                  ------------

                           Philip A. Belyew, Chairman
                              United TransNet, Inc.
                1080 Holcomb Bridge Road, Building 200, Suite 140
                             Roswell, Georgia 30076
                                 (770) 518-1180
            (Name, address and telephone number of agent for service)
                                  -------------

                                    Copy to:
                           Martha Juelich Gordon, Esq.
                            Sullivan & Worcester LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 338-2800
                                ----------------

         Approximate  date of commencement of proposed sale to the public:  From
time to time after the effective date of this Registration Statement.
If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933, check the following box. |X|

         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. |_|

         If this  Form is a  post-effective  amendment  filed  pursuant  to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering. |_|

         If delivery of the  prospectus  is expected to be made pursuant to Rule
434, please check the following box. |_|
                                 ---------------
CALCULATION OF REGISTRATION FEE

 Title of Securities                Amount           Proposed Maximum           Proposed Maximum      Amount of
        to be                        to be             Offering Price              Aggregate         Registration
     Registered                   Registered(1)         Per Share(2)           Offering Price(2)         Fee
Common Stock, par                   891,110               $26.125               $14,455,927.54        $4,984.80
value $.001 per share
(1) Includes an indeterminate  number of shares of United TransNet,  Inc. Common
Stock that may be issuable by reason of stock splits, stock dividends or similar
transactions. 
(2) Based upon the exercise price, per share and in the aggregate,
of the 219,997 options granted pursuant to the United TransNet,  Inc. 1995 Stock
Incentive  Plan and  thirty-nine  (39) separate  Stock Option  Agreements.  Such
exercise  prices range from $2.06 to $26.125 per share.  The  exercise  price of
such shares was determined on the date options were granted with respect to such
shares. The offering price with respect to the remaining 405,003 shares issuable
under the United TransNet,  Inc. 1995 Stock Incentive Plan and the 50,000 shares
issuable  under  the  United  TransNet,  Inc.  1996  Stock and  Option  Plan for
Non-Employee  Directors has been estimated solely for the purpose of calculating
the amount of the  registration  fee in accordance  with Rules 457(c) and 457(h)
under the  Securities  Act of 1993, as amended.  The average of the high and low
prices  reported on Wednesday,  June 12, 1996 on the New York Stock Exchange was
$20.6875.
-3-
UNITED TRANSNET, INC.
                              CROSS REFERENCE SHEET

                    Pursuant to Item 501(b) of Regulation S-K

Item
 No.                  Description in Form S-3                       Caption or Location in Prospectus
1.        Forepart of the Registration
          Statement and Outside Front
          Cover Page of Prospectus...............                 Forepart and Outside Front Cover Page

2.        Inside Front and Outside Back Cover
          Pages of Prospectus......................               Inside Front Cover Page; Available
                                                                  Information; Incorporation of Certain
                                                                  Documents by Reference
3.        Summary Information, Risk
          Factors and Ratio of
          Earnings to Fixed Charges..............                 Risk Factors

4.        Use of Proceeds...........................              Not applicable - See Cover Page of
                                                                  Prospectus

5.        Determination of Offering Price.......                  Outside Cover Page

6.        Dilution.....................................           Not applicable

7.        Selling Security Holders.................               Selling Stockholders

8.        Plan of Distribution......................              Plan of Distribution

9.        Description of Securities
          to be Registered...........................             Not applicable

10.       Interests of Named Experts
          and Counsel................................             Legal Matters

11.       Material Changes.........................               Not applicable

12.       Incorporation of Certain                                Incorporation of Certain Documents by
          Information by Reference...............                 Reference

13.       Disclosure of Commission
          Position on Indemnification for
          Securities Act Liabilities.................             Not applicable
-4-

                                EXPLANATORY NOTE

         This Registration Statement contains two parts. The first part contains
a Reoffer Prospectus ("Prospectus") prepared in accordance with the requirements
of Part I of Form S- 3 (in accordance with Section C of the General Instructions
to Form S-8) which covers reoffers and resales by "affiliates"  (as that term is
defined in Rule 405 of the General Rules and  Regulations  under the  Securities
Act of 1933, as amended (as amended,  the "Securities Act")) of shares of Common
Stock, par value $.001 per share ("Common Stock"), of United TransNet, Inc. (the
"Company")  which will be or have been issued to  directors,  key  employees and
consultants pursuant to the exercise of options granted to employees pursuant to
the United  TransNet,  Inc.  1995 Stock  Incentive  Plan,  as amended (the "1995
Plan"),  the United  TransNet,  Inc. 1996 Stock and Option Plan for Non-Employee
Directors  (the "1996  Plan,"  collectively,  together  with the 1995 Plan,  the
"Plans")  and certain  separate  stock  option  agreements  (the  "Stock  Option
Agreements").  The  Form S-3  Prospectus  filed  herewith  may be  utilized  for
reofferings  and resales of registered  shares of Common Stock,  par value $.001
per share, of the Company which may be issued in the future upon the exercise of
options granted under the Plans. The second part contains  "Information Required
in the  Registration  Statement"  pursuant  to Part II of Form S-8 and Form S-3.
Pursuant to the Note to Part I of Form S-8, the information  with respect to the
Plans  specified  by  Part I is not  filed  with  the  Securities  and  Exchange
Commission (the  "Commission"),  but a document  containing such information has
been sent or given to each person  eligible to  participate in each of the Plans
as specified by Rule 428(b)(1) under the Securities Act.

         Because the Company,  at the time of the filing of the Prospectus,  did
not satisfy the requirements for use of Form S-3, the amount of securities to be
reoffered or resold by means of the  Prospectus,  by each person,  and any other
person  with whom he or she is acting in  concert  for the  purpose  of  selling
securities of the Company,  may not exceed,  during any three-month  period, the
amount specified in Rule 144(e) under the Securities Act.
PROSPECTUS
                   S-3 Reoffer Prospectus dated June 18, 1996

                              UNITED TRANSNET, INC.

                         625,000 Shares of Common Stock
       Issuable under the United TransNet, Inc. 1995 Stock Incentive Plan

                          50,000 Shares of Common Stock
         Issuable under the United TransNet, Inc. Stock and Option Plan
                           for Non-Employee Directors

                         216,110 Shares of Common Stock
     Issuable upon the exercise of options granted pursuant to certain Stock
                               Option Agreements

         This Reoffer Prospectus (this "Prospectus") is being used in connection
with the  offering  from  time to time by  certain  stockholders  (the  "Selling
Stockholders")  of United TransNet,  Inc. (the  "Company"),  of shares of Common
Stock, par value $.001 per share ("Common  Stock"),  of the Company which may be
acquired  upon the  exercise  of stock  options  granted  pursuant to the United
TransNet,  Inc. 1995 Stock  Incentive  Plan (the "1995  Plan"),  the exercise of
stock  options  granted  pursuant to the United  TransNet,  Inc.  1996 Stock and
Option Plan for Non-Employee Directors (the "1996 Plan", collectively,  together
with the 1995 Plan,  the "Plans") or upon the exercise of stock options  granted
pursuant to certain Stock Option  Agreements  (the "Stock  Option  Agreements").
Options  or shares of Common  Stock may be issued  under  either of the Plans in
amounts and to persons not  presently  known by the  Company;  when known,  such
persons,  their  holdings of Common Stock and certain other  information  may be
included in a subsequent version of this Prospectus. The Company will receive no
proceeds  from the sale by the  Selling  Stockholders  of the  shares  of Common
Stock.

         The Common Stock  issuable upon exercise of the options  covered by the
Plans and the Stock Option Agreements  (collectively,  the "Shares") may be sold
from  time  to  time  by  the  Selling  Stockholders  or  by  pledgees,  donees,
transferees or other  successors in interest.  Such sales may be made on the New
York Stock  Exchange  (the "NYSE") at prices and at terms then  prevailing or at
prices related to the then current market price, or in negotiated  transactions.
All discounts,  commissions or fees incurred in connection  with the sale of the
Shares  offered  hereby  will  be  paid by the  Selling  Stockholders  or by the
purchasers of the Shares,  except that the expenses of preparing and filing this
Prospectus  and the  related  Registration  Statement  with the  Securities  and
Exchange  Commission  (the  "Commission"),  and of registering or qualifying the
Shares will be paid by the Company.

         The Selling  Stockholders  and any broker  executing  selling orders on
behalf of the Selling  Stockholders may be deemed to be an "underwriter"  within
the meaning of the Securities Act of 1933 (the "Securities Act"), in which event
any  commission  received  by  such  broker  may be  deemed  to be  underwriting
commissions under the Securities Act.

         The Shares of the Company are listed on the NYSE under the symbol "UT."
The closing  price of the  Company's  Shares as reported on the NYSE on June 12,
1996 was $20.6875.

         See "Risk  Factors"  beginning  on page 6 for a  discussion  of certain
factors that should be considered by prospective  purchasers of the Common Stock
offered hereby.

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
     AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-2-

                                TABLE OF CONTENTS

    Section                                                               Page

Additional Information..................................................   2
Incorporation of Certain Documents by Reference.........................   3
Risk Factors............................................................   5
The Company.............................................................   9
Selling Stockholders....................................................   9
Plan of Distribution....................................................  11
Legal Matters...........................................................  12
Experts.................................................................  12
Indemnification of Directors and Officers...............................  12

         No  person  is  authorized  to give  any  information  or to  make  any
representation,  other than as contained herein, in connection with the offering
described  in  this  Prospectus,  and  any  information  or  representation  not
contained  herein  must not be relied  upon as  having  been  authorized  by the
Company or the Selling  Stockholders.  This  Prospectus  does not  constitute an
offer to sell or a solicitation of an offer to buy any securities offered hereby
in any jurisdiction in which it is not lawful or to any person to whom it is not
lawful to make any such offer or  solicitation.  Neither  the  delivery  of this
Prospectus nor any sale made hereunder shall under any circumstances, create any
implication that information  herein is correct as of any time subsequent to the
date hereof.

                             ADDITIONAL INFORMATION

         The  Company  is  subject  to  the  information   requirements  of  the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  may be  inspected  and  copied at the public
reference  facilities  maintained by the Commission at Judiciary Plaza Building,
450 Fifth Street,  N.W., Room 1024,  Washington,  D.C.  20549,  and its Regional
Offices located at 7 World Trade Center,  13th Floor,  New York, New York 10048;
and Citicorp  Center,  500 West Madison Street,  Suite 1400,  Chicago,  Illinois
60661-2511.  Copies of such  materials  may be obtained  from the  Commission at
Judiciary Plaza, 450 Fifth Street, N.W.,  Washington,  D.C. 20549, at prescribed
rates.

         The  Common  Stock is listed on the New York Stock  Exchange.  Reports,
proxy statements and other  information  concerning the Company can be inspected
at the offices of the New York Stock  Exchange,  20 Broad Street,  New York, New
York 10005.

         In addition,  the Company will provide without charge to each person to
whom this  Prospectus is  delivered,  upon either the written or oral request of
any such person,  a copy of any and all of the information  that has been or may
be  incorporated  by reference in this  Prospectus,  other than exhibits to such
documents. Requests for such copies should be directed to United TransNet, Inc.,
1080 Holcomb  Bridge Road,  Building 200,  Suite 140,  Roswell,  Georgia  30076,
Attention: Philip A. Belyew, Chairman; telephone number (770) 518-1180.
-3-

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents which have been or will be filed by the Company
with the  Commission  are  incorporated  by reference in and made a part of this
Prospectus, as of their respective dates:

         (a)      (i) The Company's  Annual Report on Form 10-K, dated March 27,
                  1996  (File  No.  1-14134),  filed  with  the  Securities  and
                  Exchange  Commission  (the  "Commission")  on March  27,  1996
                  pursuant to Section 13 or 15(d) of the Securities Exchange Act
                  of 1934, as amended (the "Exchange  Act"),  (ii) the Quarterly
                  Report on Form 10-Q of the Company for the Quarter ended March
                  30, 1996 (File No. 1-14134),  filed with the Commission on May
                  10, 1996  pursuant to Section 13 or 15(d) of the Exchange Act,
                  (iii) the  Current  Report on Form 8-K of the  Company,  dated
                  January 30, 1996 (File No. 1-14134), filed with the Commission
                  on January  30,  1996  pursuant  to Section 13 or 15(d) of the
                  Exchange  Act,  (iv)  the  Current  Report  on Form 8-K of the
                  Company,  dated April 15, 1996 (File No. 1-14134),  filed with
                  the  Commission  on April 15,  1996  pursuant to Section 13 or
                  15(d) of the Exchange Act, and (v) the Current  Report on Form
                  8-K of the  Company,  dated May 23,  1996 (File No.  1-14134),
                  filed with the Commission on May 23, 1996.

         (b)      All documents filed by the Company pursuant to Sections 13(a),
                  13(c), 14 and 15(d) of the Exchange Act subsequent to the date
                  of the registration statement of which this Prospectus forms a
                  part prior to the filing of a  post-effective  amendment which
                  indicates that all securities  offered have been sold or which
                  deregisters all securities then remaining unsold.

         (c)      The  Company's  prospectus,  dated May 23, 1996, as filed with
                  the  Commission  pursuant to Rule 424(b) under the  Securities
                  Act on May 23, 1996, relating to Post-Effective  Amendment No.
                  2 to the  Company's  Registration  Statement on Form S-1 (File
                  No. 333-396),  containing the  consolidated  balance sheets of
                  the Company as of March 30, 1996  (unaudited) and December 31,
                  1995, the consolidated financial statements of the Company for
                  the period from  December 20 to December  31, 1995 and for the
                  three   months   ended   March  30,  1996   (unaudited),   the
                  consolidated  financial  statements  of the Combined  Founding
                  Companies   for  the  three   months   ended  March  31,  1995
                  (unaudited),  financial  statements  of the Combined  Founding
                  Companies  at  December  31,  1993 and 1994 and for the period
                  ended December 19, 1995, the consolidated financial statements
                  of CDG Holding  Corp.,  the combined  financial  statements of
                  Tricor America, Inc., the consolidated financial statements of
                  Film Transit,  Incorporated, the combined financial statements
                  of the  Districts  of  Lanter  Courier  Corporation,  and  the
                  consolidated   financial   statements  of  Salmon  Acquisition
-4-

                  Corporation  at December  31, 1993 and 1994 and for the period
                  ended  December  19,  1995,  and  the  consolidated  financial
                  statements of 3D  Distribution  Systems,  Inc. at December 31,
                  1993 and 1994 and for the year ended October 31, 1993, for the
                  two  months  ended  December  31,  1993,  for the  year  ended
                  December 31, 1994 and for the period ended  December 19, 1995,
                  together  with the related  notes and the  reports  thereon by
                  Price Waterhouse LLP, independent accountants,  and containing
                  the financial  statements of Eddy Messenger Service,  Inc., as
                  of March 31, 1996 (unaudited) and December 31, 1995,  together
                  with the  related  notes and  report  thereon by Ernst & Young
                  LLP, independent auditors.

         (d)      The description of the Common Stock contained in the Company's
                  registration  statement  on Form 8-A dated  December  12, 1995
                  (File No.  1-14134),  filed with the  Securities  and Exchange
                  Commission  on December 12, 1995 pursuant to Section 12 of the
                  Exchange Act,  including  any  amendments or reports filed for
                  the purpose of updating such description.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes of this Prospectus to the extent that a statement herein, or in any
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference,  modifies or supersedes such statement.  Any statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.
-5-

                                  RISK FACTORS

         In  addition  to  other  information   contained  in  this  Prospectus,
prospective  investors  should  consider  carefully  the  following  information
relating to the Company and the Common Stock before  making an investment in the
Common Stock offered hereby.

Absence of Combined Operating History

         The  Company  was  founded  in  October  1995 to  effect  mergers  (the
"Mergers") with six companies which provide ground and air courier services (the
"Founding Companies") and prior to December 1995 conducted no operations.  Prior
to  the  Mergers,  each  of  the  Founding  Companies  operated  as  a  separate
independent  entity and there can be no assurance that the Company's  management
will  successfully  integrate the combined entity and effectively  implement the
Company's operating or growth strategies.

Acquisition Strategy; Possible Need for Additional Financing

         One of the  Company's  business  strategies  is to  acquire  additional
scheduled  ground and air courier  companies  that will  complement its existing
operations or provide it with an entry into regions it does not presently serve.
There can be no  assurance  the  Company  will be able to acquire or  profitably
manage additional companies or successfully  integrate such additional companies
into the Company. In addition, there can be no assurance that companies acquired
in the future either will be beneficial to the successful  implementation of the
Company's  overall strategy or will ultimately  produce returns that justify the
investment  therein,  or that  the  Company  will  be  successful  in  achieving
meaningful economies of scale through the acquisition thereof.

         The  Company  intends to issue  shares of Common  Stock as its  primary
method of financing acquisitions. In the event that the Company chooses to issue
Common Stock as acquisition consideration and the Common Stock does not maintain
a sufficient  valuation,  or potential  acquisition  candidates are unwilling to
accept  Common  Stock  as  part of the  consideration  for  the  sale  of  their
businesses,  the Company may be required to utilize more of its cash  resources,
if available,  in order to continue its acquisition program. If the Company does
not have  sufficient  cash  resources,  its growth could be limited unless it is
able  to  obtain  the  necessary  capital  through  additional  debt  or  equity
financings.  There can be no  assurance  that the Company will be able to obtain
such  financing  if and when it is  needed  or that,  if  available,  it will be
available on terms the Company deems acceptable.  As a result, the Company might
be unable to implement successfully its acquisition strategy.

Highly Competitive Industry

         The market for  scheduled  ground and air  courier  services  is highly
competitive.  Competition  on pricing is often intense in the courier  industry,
particularly  for basic delivery  services.  Additionally,  other companies with
significantly greater financial and other resources than the Company that do not
currently  operate ground and air courier business may enter the industry in the
future.
-6-

Claims Exposure

         As  of  March  30,   1996,   the  Company   utilized  the  services  of
approximately  5,879  drivers and from time to time such drivers are involved in
accidents.  The Company carries liability insurance of $15 million for each such
accident (it may  self-insure for the first $250,000  claimed),  and independent
owner/operators  are  required to maintain  liability  insurance of at least the
minimum amounts required by applicable state law.  Furthermore,  all drivers and
independent  owner/operators  are covered by the Company's  fidelity bond. There
can be no assurance that claims against the Company, whether under the liability
insurance  or the  fidelity  bond,  will not  exceed  the  applicable  amount of
coverage. In addition, the Company's increased visibility and financial strength
as a public company may create additional  claims exposure.  If the Company were
to  experience a material  increase in the  frequency or severity of  accidents,
liability claims,  workers'  compensation claims, or unfavorable  resolutions of
claims, the Company's operating results could be materially  adversely affected.
In addition, significant increases in insurance costs could reduce the Company's
profitability.

Reliance on Key Personnel

         The Company's  operations are dependent on the continued efforts of its
executive officers and senior management.  Furthermore,  the Company may to some
extent be dependent on the senior  management of companies  that may be acquired
in the future. If the executive  officers of the Company become unable or decide
not to continue in their present roles,  or if a material  number of such senior
management  fail to  continue  with the  Company  and the  Company  is unable to
attract and retain other  skilled  employees,  the Company's  business  could be
adversely affected.

Status of Independent Owner/Operators

         From time to time,  federal and state authorities have sought to assert
that independent owner/operators in the transportation industry, including those
utilized by the Company, are employees, rather than independent contractors. The
Company  believes that the independent  owner/operators  utilized by the Company
are not employees under the existing  interpretations of federal and state laws.
However,  there can be no assurance that federal and state  authorities will not
challenge this position, or that other laws or regulations,  including tax laws,
or  interpretations  thereof,  will not  change.  If,  as a result of any of the
foregoing,  the Company is required to pay for and administer  added benefits to
independent  owner/operators,  the  Company's  operating  costs would  increase.
Additionally,  if the Company is required to pay backup withholding with respect
to amounts paid to such persons,  it may be required to pay penalties  and/or to
restate financial information from prior periods.

Technology

         Some analysts have predicted that the increased use of electronic funds
transfers  will cause the  development  of a  "checkless  society",  which could
adversely affect demand for the Company's  services from the financial  services
industry. Similarly, technological advances in the nature of "electronic mail"
-7-

and  "telefax"  have  affected  the  demand for  on-call  delivery  services  by
customers.  While none of these technological developments has had a significant
adverse  impact on the  Company's  business to date,  and although the number of
checks written in the United States has increased annually since 1990, there can
be no  assurance  that  these or similar  technologies  will not have an adverse
effect on the Company in the future.

Significant Influence of Directors and Executive Officers

         As of  the  date  of  this  Prospectus,  the  Company's  directors  and
executive  officers  as a  group  beneficially  owned  approximately  43% of the
outstanding  Common Stock.  Although the  directors and executive  officers as a
group do not hold a majority  of the  outstanding  Common  Stock,  they are in a
position, if they act together, to exert significant influence over the election
of directors and other corporate actions requiring stockholder approval.

Shares Eligible for Future Sale; Possible Adverse Effect on Future Market Prices

         The Company can make no prediction as to the effect, if any, that sales
of additional  shares of Common Stock or the  availability  of shares for future
sale will have on the  market  price of the  Common  Stock.  Sales in the public
market of substantial  amounts of the Common Stock (including shares issued upon
the exercise of outstanding  options),  or the perception  that such sales could
occur,  could depress  prevailing market prices for the Common Stock. Such sales
also may make it more  difficult  for the Company to sell equity  securities  or
equity-related  securities  in the future at a time and price  that the  Company
deems appropriate.

         As  partial   consideration   for  the  mergers  (the   "Mergers")   of
wholly-owned subsidiaries of the Company, in separate transactions with and into
six companies  which  provide  ground and air courier  services  (the  "Founding
Companies"),  the  stockholders  of  the  Founding  Companies  received,  in the
aggregate 4,692,222 shares of Common Stock. Such shares are not registered under
the Securities Act, and such stockholders have demand and piggyback registration
rights with respect to such shares. In connection with the Mergers,  the Company
also granted to BancBoston  Ventures  Inc.,  Fleet Venture  Resources,  Inc. and
Fleet  Venture  Partners  III demand  registration  rights with respect to their
shares of Common Stock, and granted piggyback registration rights to First Union
National  Bank of  Georgia  ("First  Union").  Any  shares  which  have not been
registered  may  not  be  sold  except  in  transactions  registered  under  the
Securities Act or pursuant to an exemption from registration.

         As of the date of this Prospectus,  the Company had outstanding options
to  purchase  212,711  shares of Common  Stock and had  outstanding  options  to
purchase  and  additional  219,997  shares of Common  Stock under the 1995 Plan,
under which 405,003  shares remain  eligible for issuance.  Under the 1996 Plan,
50,000 shares of Common Stock have been reserved for issuance.  Seventy  percent
of the non-employee directors' annual fee will be payable in the form of options
to purchase  Common  Stock  pursuant  to the 1996 Plan and the  balance  will be
payable in cash,  and  non-employee  directors  will be able to elect to receive
Common Stock in lieu of all or a specified portion, in increments of twenty-five
percent,  of their  cash  compensation.  Upon  the  registration  of the  shares
issuable upon the exercise of options  granted under the Plans,  the shares will
be eligible for resale in the public markets.
-8-

         The Company,  all of the stockholders of the Founding Companies and the
executive officers and directors of the Company have agreed not to offer or sell
any shares of Common Stock of the Company,  including the shares  referred to in
the  preceding  paragraph,  during a period  of 180 days (the  "Lockup  Period")
commencing  December 14, 1995 without the prior written  consent of Smith Barney
Inc.,  except  that the  Company  may issue  Common  Stock upon the  exercise of
options or in connection with  acquisitions.  After the Lockup Period,  all such
shares may be sold in accordance with Rule 144 promulgated  under the Securities
Act, subject to the volume, holding period and other limitations of Rule 144.

Effect of Certain Charter Provisions

         Pursuant  to  the  Company's   Amended  and  Restated   Certificate  of
Incorporation,  as  amended,  the  Board  of  Directors  is  empowered  to issue
Preferred   Stock   without   stockholder   approval.   The  existence  of  this
"blank-check"  Preferred  Stock could  render more  difficult or  discourage  an
attempt to obtain  control of the  Company by means of a tender  offer,  merger,
proxy contest or otherwise, and may adversely affect the prevailing market price
of the Common Stock.  In addition,  the Company is subject to Section 203 of the
Delaware General Corporation Law, which limits  transactions  between a publicly
held company and "interested  stockholder"  (generally,  those stockholders who,
together with their affiliates and associates, own 15% or more of such company's
outstanding capital stock). Section 203 may have the effect of deterring certain
potential  acquisitions  of the Company.  In addition to the Board of Directors'
ability to issue Preferred Stock, the Company's Amended and Restated Certificate
of   Incorporation   and  By-Laws  contain  other   provisions  which  may  have
anti-takeover  effects.  The  Company's  Amended  and  Restated  Certificate  of
Incorporation  furthermore  contains a so-called "fair price"  provision,  which
requires  that,  unless certain  transactions  are approved by a majority of the
Company's  disinterested   directors,   certain  minimum  price  and  procedural
requirements  must be observed by any party which acquires more than ten percent
of the  outstanding  shares of Common  Stock of the  Company  and then  seeks to
accomplish a merger or other form of business  combination or transaction (which
would  eliminate or could  significantly  change the  interests of the remaining
stockholders).

No Dividends

         The Company does not anticipate  paying any cash dividends on shares of
its  Common  Stock in the  foreseeable  future  and  intends  to  retain  future
earnings, if any, for use in its business. In addition,  the Company has entered
into a credit  agreement (the "Credit  Agreement")  with First Union (for itself
and as agent for other participating  lenders) pursuant to which the Company may
borrow up to $50  million to  refinance  certain  existing  indebtedness  of the
Founding  Companies  which  was  assumed  in the  Mergers,  as  well  as to fund
acquisitions  and  provide  working  capital  and for  other  general  corporate
purposes.  The  Credit  Agreement  limits  the  Company's  ability  to pay  cash
dividends on its Common Stock.
-9-

                                   THE COMPANY

         United  TransNet,  Inc. (the "Company") was  incorporated on October 5,
1995. Its principal  executive  offices are located at 1080 Holcomb Bridge Road,
Building 200, Suite 140,  Roswell,  Georgia 30076,  and its telephone  number is
(770) 518-1180.  The Common Stock of the Company is listed on the New York Stock
Exchange under the symbol "UT."

         The Company  offers a variety of customized  distribution  services for
corporate  customers  with  time-sensitive  pickup  and  delivery  requirements.
Management believes that the Company is the leading provider of scheduled ground
courier  services  in the  United  States.  Through  both  its  ground  and  air
divisions,  the Company provides scheduled and unscheduled  delivery service for
local, regional,  national and international  shipments, and offers same-day and
next-day delivery options. The Company has one of the largest courier and parcel
fleets  in the  United  States,  facilitating  the  Company's  broad  geographic
coverage.  Unlike most of the  Company's  competitors  which  serve  principally
metropolitan  areas,  the  Company  serves all points in many  states and is the
leading intrastate ground courier in most of such states.

         On December  20, 1995,  wholly-owned  subsidiaries  of the Company,  in
separate  transactions,  merged with six companies  which provide ground and air
courier  services in exchange for shares of the Company's Common Stock and cash.
Prior to the Mergers, each of the Founding Companies was an established business
with a leading market position,  experienced  management and long-term  customer
relationships  in its  respective  regional  market.  The Company  continues  to
operate  the  business  of each  Founding  Company on a  decentralized  basis to
preserve their strong regional  franchises.  The Company's senior  management is
coordinating  and  standardizing  key  functions  of  the  Founding   Companies,
including operations,  purchasing, sales and marketing and acquisitions.  In May
1996,  the  Company  acquired  Eddy  Messenger  Service,  Inc,  and three  other
companies.

                              SELLING STOCKHOLDERS

         The  following  table  sets  forth:   (i)  the  name  of  each  Selling
Stockholder,  whose  name  is  known  as of  the  date  of  the  filing  of  the
registration statement of which this Prospectus forms a part, under the Plans or
under the Stock Option  Agreements  who may sell Common  Stock  pursuant to this
Prospectus,  (ii) his or her position(s) with the Company and its  predecessors,
over the last three years,  (iii) the number of shares of Common Stock owned (or
subject  to  option)  by each such  Selling  Stockholder  as of the date of this
Prospectus,  (iv) the number of shares of Common  Stock which may be offered and
are being  registered  for the account of each such Selling  Stockholder by this
Prospectus (all of which may be acquired by the Selling Stockholders pursuant to
the  exercise  of  options)  and (v) the amount of the class to be owned by each
such Selling  Stockholder  if such Selling  Stockholder  were to sell all of the
shares of Common  Stock  covered by this  Prospectus.  There can be no assurance
that any of the Selling  Stockholders  will offer for sale or sell any or all of
the Shares  offered by them  pursuant to this  Prospectus.  Options or shares of
-10-

Common  Stock may be issued  under either of the Plans in amounts and to persons
not presently known by the Company; when known, such persons,  their holdings of
Common  Stock and certain  other  information  may be  included in a  subsequent
version of this Prospectus.
Number of
                                                                 shares (both
                                                                 directly held or                      Number of
                                                                 subject to                            shares owned if
                                                                 option) prior to                      all registered
                                                                 this               Number of          hereunder were
                                                                 registration*/     shares to be       sold/
Name                             Position with the Company       Percentage         registered         Percentage
Philip A. Belyew                 Chairman, President,            193,282/           89,223             104,059/
                                 Chief Executive Officer         1.9 %                                 1.0 %
                                 and Director(1)

Ronald J. Barowski+              Executive Vice President        72,942/**          40,098             32,844/**
                                 and Chief Financial
                                 Officer(2)

R. David England, Jr.+           Executive Vice                  85,300/**          52,455             32,845/**
                                 President, Ground(3)

George G. Wagner+                Senior Vice President,          74,222/**          41,378             32,844/**
                                 National Account
                                 Sales(4)

James W. Bennett+                Vice President of Sales,        5,438/**           3,399              2,039/**
                                 Marketing and National
                                 Accounts(5)

Mark E. Rykowski+                Vice President of Group         17,650/**          17,650             0
                                 Services(6)

George E. Glaser, II             Corporate Controller(7)         5,000/**           5,000              0

Jennifer L. Upton                None(8)                         3,399/**           3,399              0
*   =    For purposes of this table,  the number of shares owned prior to this
         registration  includes  all shares  which would be owned if all options
         granted  under  the  1995  Plan or the  Stock  Option  Agreements  were
         exercised.
**  =    Less than one percent.
+   =    Pursuant to a Lock-Up Letter, dated as of June 10, 1996, addressed to
         the  Board of  Directors  of the  Company,  this  officer  may upon the
         issuance of Common Stock  pursuant to the  exercise of options  granted
         under his Stock  Option  Agreement,  immediately  sell only 50% of such
         Common  Stock.  The officer may not sell the balance  prior to December
         20, 1997  without the prior  consent of the Board;  provided,  however,
         that if, prior to December 20, 1997, there is a transaction pursuant to
         which a  change  of  control  of the  Company  is  effected,  in  which
         restricted Common Stock held by the stockholders of the Founding 
         Companies immediately prior to the Mergers may be disposed of, the 
         Lock-Up Letter will  not  prohibit  such  officer  from exercising his
         options  and disposing of his shares in such transaction.
(1)      Mr.  Belyew took these  offices in October  1995.  From June 1994 until
         December 1995, Mr. Belyew was the President and Chief Executive Officer
         of both CDG  Holding  Corp.  and Courier  Dispatch  Group,  Inc.,  both
         predecessors  to the Company,  and was a director of CDG Holding  Corp.
         from February 1994 until December  1995.  From December 1991 until June
         1994, Mr. Belyew was President and Chief  Operating  Officer of Courier
         Dispatch Group, Inc.
-11-

(2)      Mr.  Barowski took these offices in October 1995. Mr.  Barowski was the
         Secretary  and a  director  of the  Company  from  October  1995  until
         December 1995.  From March 1992 until  December 1995, Mr.  Barowski was
         the Vice President, Chief Financial Officer, Secretary and Treasurer of
         CDG Holding Corp. and Courier Dispatch Group, Inc.
(3)      Mr.  England  took office in December  1995.  From  October  1994 until
         December  1995,  Mr.  England was the Vice  President,  Operations,  of
         Courier Dispatch Group,  Inc. From October 1992 until October 1994, Mr.
         England  was the  Vice  President,  Business  Development,  of  Courier
         Dispatch Group, Inc.
(4)      Mr. Wagner took office in December 1995. From 1988 until December 1995,
         Mr. Wagner was a Corporate Vice President for air courier  dispatch and
         national  account sales and customer service of Courier Dispatch Group,
         Inc.
(5)      Mr. Bennett took office in March 1996. From July 1994 until March 1996,
         Mr.  Bennett was the Vice  President of Sales and Marketing for Courier
         Dispatch  Group,  Inc. From February 1989 until July 1994,  Mr. Bennett
         was a Vice President of Pony Express Courier Corp.
(6)      Mr.  Rykowski took office in March 1996.  From January 1996 until March
         1996,  Mr.  Rykowski was the Vice  President of Operations  for Courier
         Dispatch  Group,  Inc.  Mr.  Rykowski  has  been  employed  in  various
         capacities  by Courier  Dispatch  Group,  Inc.,  including  as National
         Business Analyst (1993 to 1994) and Director of Operations (1994-1995).
(7)      Mr. Glaser took office in June 1996. From January 1996 until June 1996,
         Mr. Glaser was a Project Director for Acordia of Louisville,  Inc. From
         February 1993 until January  1996,  Mr. Glaser was Executive  Director,
         Finance and Operations of Anthem Blue Cross and Blue Shield.
(8)      Ms. Upton was  Corporate  Controller  of the Company from February 1996
         until March 1996.  From August 1992 to February 1996, Ms. Upton was the
         Controller of Courier Dispatch Group, Inc.
PLAN OF DISTRIBUTION

         The Selling  Stockholders  have not advised the Company of any specific
plans for distribution of the Shares offered hereby,  but it is anticipated that
the  Shares  will be sold from time to time by the  Selling  Stockholders  or by
pledgees, donees, transferees or other successors in interest. Such sales may be
made on the NYSE at prices and at terms then  prevailing or at prices related to
the then current market price, or in negotiated transactions.  The Shares may be
sold by one or more of the  following:  (a) a block trade in which the broker or
dealer so engaged  will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate  the  transaction;  (b)
purchases by a broker or dealer for its account pursuant to this Prospectus;  or
(c)  ordinary  brokerage  transactions  and  transactions  in which  the  broker
solicits  purchases.  In  effecting  sales,  brokers or  dealers  engaged by the
Selling  Stockholders  may arrange for other brokers or dealers to  participate.
Brokers  or  dealers  will  receive   commissions   or  discounts  from  Selling
Stockholders  in amounts to be negotiated  immediately  prior to the sale.  Such
brokers or dealers and any other participating  brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales, and any commissions received by them and any profit realized by them
on the resale of shares as principals  may be deemed  underwriting  compensation
under the  Securities  Act. The expenses of preparing  this  Prospectus  and the
related Registration  Statement with the Commission will be paid by the Company.
Shares of Common Stock  covered by this  Prospectus  also may qualify to be sold
pursuant to Rule 144 under the  Securities  Act,  rather  than  pursuant to this
Prospectus.  The Selling Stockholders have been advised that they are subject to
the applicable  provisions of the Exchange Act,  including  without  limitation,
Rules 10b-5, 10b-6 and 10b-7 thereunder.
-12-

                                  LEGAL MATTERS

         The  validity  of the shares of Common  Stock  offered  hereby  will be
passed upon for the Company by Sullivan & Worcester LLP, Boston,  Massachusetts.
Harvey E. Bines,  a member of the firm of Sullivan & Worcester LLP, was a member
of the Board of  Directors  of the Company  from  December 20, 1995 until May 7,
1996.  As of the date of this  Prospectus,  Mr.  Bines  held  options to acquire
10,199  shares of Common Stock at a purchase  price of $4.42 per share and owned
1,000 shares of Common Stock.

                                     EXPERTS

         The consolidated financial statements of the Company as of December 31,
1995 and for the period from  December 20 to December  31,  1995;  the  combined
financial statements of the Combined Founding Companies,  consolidated financial
statements of CDG Holding  Corp.,  the combined  financial  statements of Tricor
America,   Inc.,  the  consolidated   financial   statements  of  Film  Transit,
Incorporated,  the  combined  financial  statements  of the  Districts of Lanter
Courier  Corporation  and  the  consolidated   financial  statements  of  Salmon
Acquisition Corporation as of December 31, 1993 and 1994 and for the years ended
December  31, 1993 and 1994 and the period  ended  December  19,  1995;  and the
consolidated  financial  statements  of  3D  Distribution  Systems,  Inc.  as of
December 31, 1993 and 1994 and for the year ended October 31, 1993,  for the two
months ended December 31, 1993, for the year ended December 31, 1994 and for the
period ended December 19, 1995 included in the Company's  prospectus,  dated May
23, 1996, as such  prospectus is incorporated by reference in and made a part of
this  Prospectus,  have been so  included  in  reliance  on the reports of Price
Waterhouse LLP, independent accountants,  given on the authority of said firm as
experts in auditing and accounting.

         The financial  statements of Eddy Messenger Service,  Inc. for the year
ended December 31, 1995 included in the Company's Post-Effective Amendment No. 2
to the Registration Statement (Form S-1, No. 333-396)  dated May 23, 1996, have
been audited by Ernst & Young LLP, independent  auditors,  as set forth in their
report thereon  included  therein and  incorporated  by reference  herein.  Such
financial  statements are incorporated herein by reference in reliance upon such
report  given  upon the  authority  of said firm as experts  in  accounting  and
auditing.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of the Company may
and, in certain cases,  must be indemnified by the Company against,  in the case
of a non-derivative  action,  judgments,  fines,  amounts paid in settlement and
reasonable expenses (including  attorney's fees), if in either type of action he
acted in good faith and in a manner he reasonably believed to be in or not
-13-

opposed to the best  interests of the Company and, in a  non-derivative  action,
which  involves a criminal  proceeding,  in which such person had no  reasonable
cause to believe his conduct was unlawful.  This indemnification does not apply,
in a derivative action, to matters as to which it is adjudged that the director,
officer,  employee or agent is liable to the Company, unless upon court order it
is determined that,  despite such adjudication of liability,  but in view of all
the circumstances of the case, he is fairly and reasonably entitled to indemnity
for expenses.

         Article  Eighth of the Company's  Amended and Restated  Certificate  of
Incorporation  in effect  provides that the Company shall  indemnify each person
who is or was a director,  trustee, officer, employee or agent of the Company to
the fullest  extent  permitted by applicable  law as it presently  exists or may
hereafter be amended.

         Article  Ninth of the  Company's  Amended and Restated  Certificate  of
Incorporation  states that no director of the Company shall be personally liable
to the Company or its  stockholders for monetary damages for breach of fiduciary
duty as a director,  except to the extent that  exculpation  of liability is not
permitted under the DGCL when such breach occurred.

         The Company has entered  into an  indemnification  agreement  with each
director, effective as of the date of his or her appointment,  pursuant to which
it has agreed to indemnify  such  director  for monetary  damages to the fullest
extent permitted under the DGCL.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
informed that in the opinion of the Commission such  indemnification  is against
public policy as expressed in the Securities Act and is therefore unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the  payment by the  Company of  expenses  incurred  or paid by a director,
officer or controlling  person of the Company in the  successful  defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.
II - 1

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3 (Form S-8).  Incorporation of Documents by Reference.

         The following documents which have been or will be filed by the Company
with the  Commission  are  incorporated  by reference in and made a part of this
Prospectus, as of their respective dates:

         (a)      (i) The Company's  Annual Report on Form 10-K, dated March 27,
                  1996  (File  No.  1-14134),  filed  with  the  Securities  and
                  Exchange  Commission  (the  "Commission")  on March  27,  1996
                  pursuant to Section 13 or 15(d) of the Securities Exchange Act
                  of 1934, as amended (the "Exchange  Act"),  (ii) the Quarterly
                  Report on Form 10-Q of the Company for the Quarter ended March
                  30, 1996 (File No. 1-14134),  filed with the Commission on May
                  10, 1996  pursuant to Section 13 or 15(d) of the Exchange Act,
                  (iii) the  Current  Report on Form 8-K of the  Company,  dated
                  January 30, 1996 (File No. 1-14134), filed with the Commission
                  on January  30,  1996  pursuant  to Section 13 or 15(d) of the
                  Exchange  Act,  (iv)  the  Current  Report  on Form 8-K of the
                  Company,  dated April 15, 1996 (File No. 1-14134),  filed with
                  the  Commission  on April 15,  1996  pursuant to Section 13 or
                  15(d) of the Exchange Act, and (v) the Current  Report on Form
                  8-K of the  Company,  dated May 23,  1996 (File No.  1-14134),
                  filed with the Commission on May 23, 1996.

         (b)      All documents filed by the Company pursuant to Sections 13(a),
                  13(c), 14 and 15(d) of the Exchange Act subsequent to the date
                  of the registration statement of which this Prospectus forms a
                  part prior to the filing of a  post-effective  amendment which
                  indicates that all securities  offered have been sold or which
                  deregisters all securities then remaining unsold.

         (c)      The  Company's  prospectus,  dated May 23, 1996, as filed with
                  the  Commission  pursuant to Rule 424(b) under the  Securities
                  Act on May 23, 1996, relating to Post-Effective  Amendment No.
                  2 the Company's  Registration  Statement on Form S-1 (File No.
                  333-396),  containing the  consolidated  balance sheets of the
                  Company as of March 30,  1996  (unaudited)  and  December  31,
                  1995, the consolidated financial statements of the Company for
                  the period from  December 20 to December  31, 1995 and for the
                  three   months   ended   March  30,  1996   (unaudited),   the
                  consolidated  financial  statements  of the Combined  Founding
                  Companies   for  the  three   months   ended  March  31,  1995
                  (unaudited),  financial  statements  of the Combined  Founding
                  Companies  at  December  31,  1993 and 1994 and for the period
                  ended December 19, 1995, the consolidated financial statements
                  of CDG Holding  Corp.,  the combined  financial  statements of
                  Tricor America, Inc., the consolidated financial statements of
                  Film Transit,  Incorporated, the combined financial statements
                  of the  Districts  of  Lanter  Courier  Corporation,  and  the
                  consolidated   financial   statements  of  Salmon  Acquisition
                  Corporation  at December  31, 1993 and 1994 and for the period
                  ended December 19, 1995, and the consolidated financial
II - 2

                  statements of 3D  Distribution  Systems,  Inc. at December 31,
                  1993 and 1994 and for the year ended October 31, 1993, for the
                  two  months  ended  December  31,  1993,  for the  year  ended
                  December 31, 1994 and for the period ended  December 19, 1995,
                  together  with the related  notes and the  reports  thereon by
                  Price Waterhouse LLP, independent accountants,  and containing
                  the financial  statements of Eddy Messenger Service,  Inc., as
                  of March 31, 1996 (unaudited) and December 31, 1995,  together
                  with the related  notes and  reports  thereon by Ernst & Young
                  LLP, independent auditors.

         (d)      The description of the Common Stock contained in the Company's
                  registration  statement  on Form 8-A dated  December  12, 1995
                  (File No.  1-14134),  filed with the  Securities  and Exchange
                  Commission  on December 12, 1995 pursuant to Section 12 of the
                  Exchange Act,  including  any  amendments or reports filed for
                  the purpose of updating such description.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes of this Prospectus to the extent that a statement herein, or in any
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference,  modifies or supersedes such statement.  Any statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

Item 4 (Form S-8).  Description of Securities.

         Not applicable.

Item 5 (Form S-8).  Interests of Named Experts and Counsel.

         The  validity  of the shares of Common  Stock  offered  hereby  will be
passed upon for the Company by Sullivan & Worcester LLP, Boston,  Massachusetts.
Harvey E. Bines,  a member of the firm of Sullivan & Worcester LLP, was a member
of the Board of  Directors  of the Company  from  December 20, 1995 until May 7,
1996. As of the date of this registration  statement,  Mr. Bines held options to
acquire 10,199 shares of Common Stock at a purchase price of $4.42 per share and
owned 1,000 shares of Common Stock.

         The consolidated financial statements of the Company as of December 31,
1995 and for the period from  December 20 to December  31,  1995;  the  combined
financial statements of the Combined Founding Companies,  consolidated financial
statements of CDG Holding  Corp.,  the combined  financial  statements of Tricor
America,   Inc.,  the  consolidated   financial   statements  of  Film  Transit,
Incorporated,  the  combined  financial  statements  of the  Districts of Lanter
Courier  Corporation  and  the  consolidated   financial  statements  of  Salmon
Acquisition Corporation as of December 31, 1993 and 1994 and for the years ended
December  31, 1993 and 1994 and the period  ended  December  19,  1995;  and the
consolidated  financial  statements  of  3D  Distribution  Systems,  Inc.  as of
December 31, 1993 and 1994 and for the year ended October 31, 1993,  for the two
months ended December 31, 1993, for the year ended December 31, 1994 and for the
period ended December 19, 1995 included in the Company's  prospectus,  dated May
23, 1996, as such prospectus is incorporated by reference in and made a part of
II - 3

this  Prospectus,  have been so  included  in  reliance  on the reports of Price
Waterhouse LLP, independent accountants,  given on the authority of said firm as
experts in auditing and accounting.

         The financial  statements of Eddy Messenger Service,  Inc. for the year
ended December 31, 1995 included in the Company's Post-Effective Amendment No. 2
to the Registration Statement (Form S-1, No. 333-396)  dated May 23, 1996, have
been audited by Ernst & Young LLP, independent  auditors,  as set forth in their
report thereon  included  therein and  incorporated  by reference  herein.  Such
financial  statements are incorporated herein by reference in reliance upon such
report  given  upon the  authority  of said firm as experts  in  accounting  and
auditing.

Item 6 (Form  S-8) and Item 15 (Form  S-3).  Indemnification  of  Directors  and
Officers

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of the Company may
and, in certain cases,  must be indemnified by the Company against,  in the case
of a non-derivative  action,  judgments,  fines,  amounts paid in settlement and
reasonable expenses (including  attorney's fees), if in either type of action he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best  interests of the Company and, in a  non-derivative  action,
which  involves a criminal  proceeding,  in which such person had no  reasonable
cause to believe his conduct was unlawful.  This indemnification does not apply,
in a derivative action, to matters as to which it is adjudged that the director,
officer,  employee or agent is liable to the Company, unless upon court order it
is determined that,  despite such adjudication of liability,  but in view of all
the circumstances of the case, he is fairly and reasonably entitled to indemnity
for expenses.

         Article  Eighth of the Company's  Amended and Restated  Certificate  of
Incorporation  in effect  provides that the Company shall  indemnify each person
who is or was a director,  trustee, officer, employee or agent of the Company to
the fullest  extent  permitted by applicable  law as it presently  exists or may
hereafter be amended.

         Article  Ninth of the  Company's  Amended and Restated  Certificate  of
Incorporation  states that no director of the Company shall be personally liable
to the Company or its  stockholders for monetary damages for breach of fiduciary
duty as a director,  except to the extent that  exculpation  of liability is not
permitted under the DGCL when such breach occurred.

         The Company has entered  into an  indemnification  agreement  with each
director, effective as of the date of his or her appointment,  pursuant to which
it has agreed to indemnify  such  director  for monetary  damages to the fullest
extent permitted under the DGCL.
II - 4

Item 7 (Form S-8).  Exemption from Registration Claimed

         In March 1996, Ms.  Jennifer  Upton, a former  employee of the Company,
exercised  options to purchase  3,399 shares of Common Stock in connection  with
the  termination  of her  employment.  Such options had been issued to Ms. Upton
pursuant  to a Stock  Option  Agreement  in  connection  with the closing of the
Mergers upon  conversion of Courier  Dispatch Group,  Inc.  options into Company
options.  Upon the exercise of her options,  the Company  issued an aggregate of
3,399  shares  to Ms.  Upton  in a  transaction  exempt  from  the  registration
requirements  of the Securities Act pursuant to Section 4(2) thereof.  Ms. Upton
represented  that she was acquiring the shares for  investment  purposes and not
with a view to distribution  within the meaning of the Securities Act. The stock
certificate issued to Ms. Upton bears a restrictive legend.

Item 8 (Form S-8) and Item 16 (Form S-3).  Exhibits.

                                  EXHIBIT INDEX

 Exhibit No.                       Description

      3.1          Amended and Restated Certificate of Incorporation of
                   the Company, incorporated by reference to Exhibit
                   3.11 to the Company's Registration Statement on
                   Form S-1, as amended (File No. 333-396).

      3.2          Certificate of Amendment to the Amended and
                   Restated Certificate of Incorporation of the Company,
                   incorporated by reference to Exhibit 3.12 to the
                   Company's Registration Statement on Form S-1, as
                   amended (File No. 333-396).

      3.3          By-laws of the Company, incorporated by reference
                   to Exhibit 3.2 to the Company's Registration
                   Statement on Form S-1, as amended (File No. 33-
                   98152).

      4.1          United TransNet, Inc. 1995 Stock Incentive Plan, as
                   amended.*

      4.2          United TransNet, Inc. 1996 Stock and Option Plan
                   for Non-Employee Directors.*

      4.3          Stock Option Agreement with Charles L. Adamson
                   relating to 679 shares of United TransNet, Inc.
                   Common Stock.*

      4.4          Lock-Up Letter Relating to Options with Ronald J.
                   Barowski relating to options to purchase 15,098
                   shares of United TransNet, Inc. Common Stock.*
II - 5

      4.5          Specimen Stock Certificate representing Common
                   Stock of the Company, incorporated by reference to
                   Exhibit 4 to the Company's Registration Statement on
                   Form S-1, as amended (File No. 333-396).

       5           Opinion of Sullivan & Worcester.*

     23.1          Consent of Price Waterhouse LLP*

     23.2          Consent of Ernst & Young LLP*

     23.3          Consent of Sullivan & Worcester (contained in the
                   opinion of Sullivan & Worcester filed herewith as
                   Exhibit 5).

       24          Power of Attorney (included in signature page of this
                   Registration Statement).

*Filed herewith.

Item 9 (Form S-8) and Item 17 (Form S-3).  Undertakings.

         (a)  The undersigned registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

         (i)      to include any prospectus  required by Section 10(a)(3) of the
                  Securities Act of 1933;

         (ii)     to reflect in the prospectus any facts or events arising after
                  the effective date of the Registration  Statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the registration statement;

         (iii)    to include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement or any material  change to such  information  in the
                  registration statement:

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is contained in periodic  reports  filed by the Company  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement;

         (2) that,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof; and
II - 6

         (3) to remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering;

         (b) for purposes of determining  any liability under the Securities Act
of 1933, each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the  Securities  Exchange Act of 1934 (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof;

         (c)  insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission  such  indemnification  is against public policy as expressed in that
Act  and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public  policy as expressed in the  Securities  Act of 1933 and will be
governed by the final adjudication of such issue.
II - 7

                                   SIGNATURES

         The Company.  Pursuant to the  requirements  of the  Securities  Act of
1933, the Company  certifies  that it has reasonable  grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and Form S-3 and has duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the  City of  Roswell,  State  of
Georgia, on the 18th day of June, 1996.

                                     UNITED TRANSNET, INC.

                                     By:  /s/ Philip A. Belyew
                                          Philip A. Belyew
                                          Chairman, President and
                                          Chief Executive Officer

                                POWER OF ATTORNEY

         The undersigned Officers and Directors of United TransNet,  Inc. hereby
severally  constitute  Philip A.  Belyew,  Ronald J.  Barowski,  Martha  Juelich
Gordon,  Harvey E. Bines, and each of them,  acting singly,  our true and lawful
attorneys to sign for us and in our names in the capacities  indicated below the
Company's  Registration  Statement  on Form  S-8 and Form  S-3  relating  to the
registration of an aggregate of 891,110 shares of United  TransNet,  Inc. Common
Stock issuable upon the exercise of options  granted under the United  TransNet,
Inc. 1995 Stock Incentive Plan, the United TransNet,  Inc. 1996 Stock and Option
Plan  for  Non-Employee  Directors  or  Stock  Option  Agreements  with  various
employees,  and any and all amendments and supplements  thereto,  filed with the
Securities and Exchange  Commission,  for the purpose of  registering  shares of
Common Stock,  par value $.001 per share,  under the  Securities Act of 1933, as
amended,  granting unto each of said  attorneys,  acting singly,  full power and
authority to do and perform each and every act and thing  requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person,  hereby  ratifying and confirming our signatures to
said registration  statement signed by our said attorneys and all else that said
attorneys may lawfully do and cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement has been signed below by the following persons on behalf
of the Company and in the capacities and on the dates indicated.

         Signatures                                   Date

  /s/ Philip A. Belyew                              June 18, 1996
Philip A. Belyew
Chairman, President, Chief
Executive Officer and Director
II - 8

  /s/ Ronald J. Barowski                            June 18, 1996
Ronald J. Barowski
Executive Vice President, Treasurer
and Chief Financial Officer

  /s/ Chee B. Louie                                 June 18, 1996
Chee B. Louie
Executive Vice President, Air and
Director

  /s/ James G. Salmon                               June 18, 1996
James G. Salmon
Vice President, Ground and
Director

  /s/ Craig H. Deery                                June 18, 1996
Craig H. Deery
Director

  /s/ John B. Ellis                                 June 18, 1996
John B. Ellis
Director

  /s/ Habib Y. Gorgi                                June 18, 1996
Habib Y. Gorgi
Director

  /s/ Charles A. Krause                             June 18, 1996
Charles A. Krause
Director