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):   7/21/97

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.

                  At a special meeting of the Board of Directors held on
                  July 21, 1997, the resignation of Mr. Brian Henninger as
                  Chief Financial Officer of Continental American
                  Transportation, Inc. was accepted.  Subsequently, his
                  seat on the Board of Directors was assumed by acclamation
                  of the Board, by Mr. Donald Conord, Vice President of
                  Terminal Operations for Carpet Transport, Inc., a wholly
                  owned subsidiary of Continental American Transportation,
                  Inc.  Mr. Conord has served in multiple management
                  positions at Carpet Transport, Inc. for the past 11
                  years.

                  The Board of Directors of Continental American
                  Transportation, Inc., now consists of the following
                  members:  Mr. Timothy Holstein, Chairman, Mr. William
                  Moses, Director, Mr. Jack DuVall, Director and mr. Donald
                  Conord, Director

                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  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:  August 11, 1997










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