SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


 Date of report (Date of Earliest Event Reported): July 29, 1999 (July 19, 1999)






                               TRANSIT GROUP, INC.
             (Exact name of Registrant as specified in its charter)



                Florida
(State or other jurisdiction of        33-30123-A                59-2576629
incorporation or organization)    (Commission File No.)        (IRS Employer
                                                            Identification No.)








                              2859 Paces Ferry Road
                                   Suite 1740
                             Atlanta, Georgia 30339
          (Address of principal executive offices, including zip code)
                                 (770) 444-0240
              (Registrant's telephone number, including area code)

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

     On July 19, 1999,  Transit Group, Inc.  ("Transit  Group")  consummated the
acquisition of R & M  Enterprises,  Inc., a Nebraska  corporation  ("R&M") , and
Williams Truck Brokers, Inc. a Nebraska corporation ("WTB").

         Pursuant  to the  Agreement  and  Plan of  Reorganization  included  in
Exhibit 2.1, R&M and a  wholly-owned  Nebraska  subsidiary of Transit Group were
merged  into R&M in a  reverse  triangular  merger,  with R&M  remaining  as the
surviving corporation of the merger. Upon consummation of the merger, all of the
outstanding  common stock of R&M was converted into 1,215,000  shares of Transit
Group common stock.

         Pursuant to the Stock Purchase  Agreement  included in Exhibit 2.2, the
Transit Group  acquired all of the 1,000 shares of WTB for a cash purchase price
of $1,425,000.

         Transit Group,  headquartered in Atlanta, Georgia, is a holding company
in the business of acquiring  and  consolidating  short-,  medium- and long-haul
trucking companies.

         R&M and  WTB,  headquartered  in  Nebraska,  are  short-,  medium-  and
long-haul trucking companies.

ITEM 7.   EXHIBITS

2.1 Agreement and Plan of Reorganization made as of July 2, 1999, by and between
Transit Group, Inc., a Florida  corporation,  R&M Enterprises,  Inc., a Nebraska
corporation,  Michael P. Sortino and Randy A.  Williams,  each a resident of the
State of Nebraska.

         2.2 Stock  Purchase  Agreement  made as of July 2, 1999, by and between
Transit Group,  Inc., a Florida  corporation and Michael P. Sortino and Randy A.
Williams, each a resident of the State of Nebraska.

                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                     TRANSIT GROUP, INC.



  Date:  July 29, 1999                               /s/ Philip A. Belyew
                                                     --------------------
                                                     Philip A. Belyew
                                                     President and Chief
                                                     Executive Officer