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):   November 19, 1996

CONTINENTAL AMERICAN TRANSPORTATION, INC.
         Exact name of Registrant as specified in charter)

Colorado         0-18729           84-1089599
(State or other       (Commission            (IRS employee
jurisdiction of       file number)           identification
incorporation                                       no.)


   495 Lovers Lane Road, Calhoun, Georgia          30701
- --------------------------------------------------------
     (Address of principal executive office)      Zip Code

Registration telephone number, including area code: (706) 629-8682

















         Item 5.           Other Events.

                           The Board of Directors of Registrant  has  authorized
                           an Atlanta  based law firm to  commence  an action in
                           United States  District Court,  Northern  District of
                           Georgia,  against  William T.  Denman,  III, a former
                           shareholder of the Registrant,  seeking a declaratory
                           judgment that Registrant's  actions in cancelling Mr.
                           Denman's  shares  in  1995  for  non  payment  of any
                           consideration   for  the  issuance  of  the  canceled
                           shares.  Following  the  cancellation  of  his  5,320
                           common  shares,  Mr. Denman wrote several  letters to
                           the  Securities and Exchange  Commission  (the "SEC")
                           alleging,  among other things,  that the cancellation
                           was illegal.  On the basis of these  Denman  letters,
                           the SEC  commenced a preliminary  investigation  into
                           the Company's past trading activities.

                           By  authorizing  the  declaratory   judgment  action,
                           Registrant's Board of Directors is confident that the
                           Federal  District  Court will confirm the legality of
                           its actions in cancelling  Denman's shares especially
                           under the circumstances where there is no record that
                           Mr. Denman paid any consideration for them.

                                   SIGNATURES


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


                                   CONTINENTAL AMERICAN TRANSPORTATION, INC.



                                    By:s/Timothy Holstein
                                       Timothy Holstein, President


Dated:  November 19, 1996




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