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                                 UNITED STATES
                      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)        June 7, 2001
                                                     -----------------------


                             MATLACK SYSTEMS, INC.
                  (DEBTOR-IN-POSSESSION AS OF MARCH 29, 2001)
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

         DELAWARE                        1-10105                  51-0310173
- --------------------------------------------------------------------------------
(State or other jurisdiction of    Commission File Number    (I.R.S. Employer
 incorporation or organization)                              Identification No.)

One Rollins Plaza, Wilmington, Delaware                             19803
- --------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

                                (302) 426-2700
- --------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)


FORM 8-K                                                             Page 2 of 2

Item 5.   Other Events.
- -----------------------

The Company announced that it has executed letters of intent with Superior Bulk
Logistics, Inc. and Quality Distribution, Inc.  Content of a press release
issued June 7, 2001 is as follows:

     Matlack Systems, Inc. ("Matlack") (OTCBB - Symbol MLKI) announced today
     that it has executed a Letter of Intent with Superior Bulk Logistics, Inc.
     ("Superior) whereby Superior would purchase the assets or assume the real
     property leases on 22 terminals and purchase or assume leases on certain
     tractors and trailers.

     In addition, Matlack also has executed a Letter of Intent with Quality
     Distribution, Inc. ("Quality") whereby Quality would purchase seven of
     Matlack's terminals, assume the existing real property lease on one other
     terminal and purchase certain other assets.

     Upon completion of these transactions, Superior and Quality intend to
     continue providing the same quality and service that Matlack's customers
     have enjoyed in the past.

     These transactions are subject to the negotiation and execution of
     definitive asset purchase agreements, completion of due diligence reviews
     and the approval of the Bankruptcy Court.


                                   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 thereunto duly authorized.


Date:    June 8, 2001                    Matlack Systems, Inc.
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                                         By:  /s/  Patrick J. Bagley
                                              ----------------------------
                                               Patrick J. Bagley
                                               Vice President- Finance
                                               and Treasurer