As filed with the Securities and Exchange Commission on August 20, 1997
                                                     Registration No. 333-8963
===============================================================================
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549


         POST-EFFECTIVE AMENDMENT NO. 2 to FORM S-3

                REGISTRATION STATEMENT UNDER
                 THE SECURITIES ACT OF 1933


          CONTINENTAL AMERICAN TRANSPORTATION, INC.
   (Exact name of Registrant as specified in its Charter )


        COLORADO                       4213                   84-1089599
State or other jurisdiction       (Primary Standard           (I.R.S. Employer
of incorporation or organization)Classification Code Number) Identification No.)

                    495 Lovers Lane Road
                   Calhoun, Georgia 30701
                       (706) 629-8682
     (Address, including zip code, and telephone number,
cluding area code of registrant's principal executive offices)



                 Timothy Holstein, President
          Continental American Transportation, Inc.
                    495 Lovers Lane Road
                   Calhoun, Georgia 30701
                       (706) 629-8682
  (Name, address, including zip code, and telephone number,
         including area code, of agent for service)

                         Copies to:
                   Joseph J. Tomasek, Esq.
                  75-77 North Bridge Street
                Somerville, New Jersey 08876
                        (908)429-0030


Pursuant to the undertaking set forth in its Registration Statement on Form S-3,
Commission  File  No.  333-8963  (the  "Registration  Statement"),   Continental
American  Transportation,  Inc. (the "Company") hereby deregisters (a) 2,068,441
of the Common  Shares,  no par value,  (the "Common  Shares")  underlying the 13
common stock purchase warrants (b) 300,000 Common Shares initially registered to
accommodate   future   conversions  of  400,000  shares  of  the  Company's  10%
Convertible  Preferred  Stock,  $1.00 par value per share,  (c)  500,000  Common
Shares registered on behalf of the Selling Securityholder, Charles B. Prater and
(d) 250,000  Common Shares  registered on behalf of the Selling  Securityholders
Wayne S. Herr (50,000 Common Shares),  Robert R. Herr (50,000 Common Shares) and
Herr's Motor  Express,  Inc.  (150,000),  Common  Shares) as  identified  in the
Registration Statement.





                                    SIGNATURE

                  In accordance  with the  requirements of the Securities Act of
1933,  as amended,  and Rule 478  promulgated  thereunder,  the Company has duly
caused this Post-Effective Amendment No. 2 to the Registration Statement on Form
S-3, Commission File No. 333-8963, to be signed on its behalf by the undersigned
in the City of Calhoun, State of Georgia, on August 20, 1997.


                             CONTINENTAL AMERICAN TRANSPORTATION, INC.



Dated:  August 20, 1997    By: s/Timothy Holstein
                               -----------------------------------------------
                        Timothy Holstein, President and Chief Executive Officer









































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