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):          March 21, 2000
                                                     ------------------------



                            PS Group Holdings, Inc.
                            -----------------------

               (Exact Name of Registrant as Specified in Charter)



           Delaware                  1-7141               33-0692068
 ----------------------------    --------------    -----------------------
                                             
   (State or Other Jurisdic-       (Commission           (IRS Employer
    tion of Incorporation)         File Number)       Identification No.)



      4370 La Jolla Village Drive, Suite 1050, San Diego, California 92122
      --------------------------------------------------------------------
                    (Address of Principal Executive Offices)


Registrant's telephone number, including area code  (858) 642-2999
                                                    --------------



- --------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)


Item 5  Other Events

       On March 21, 2000, the Company issued a press release, the contents of
which are incorporated herein by reference.  See Exhibit 99.1 to this Report.

Item 7  Financial Statements and Exhibits

    (c)  Exhibits

         Exhibit No.                 Description

         Exhibit 99.1    Press Release of PS Group Holdings, Inc. dated March
                         21, 2000.

                                       2


                                   SIGNATURES

       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.

Date   March 21, 2000           PS Group Holdings, Inc.
       --------------

                              By  /s/ L. A. Guske
                                 ----------------------------------
                                  Lawrence A. Guske
                                  Vice President-Finance and Chief
                                  Financial Officer and Authorized
                                  Officer of the Registrant

                                       3


                                 EXHIBIT INDEX



Exhibit No.                 Description
                 
Exhibit 99.1        Press Release of PS Group Holdings, Inc. dated March 21,
                    2000


                                       4