AMERTRANZ WORLDWIDE HOLDING CORP
8-A12G, 1996-06-17
ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------


                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                        AMERTRANZ WORLDWIDE HOLDING CORP.
             (Exact name of registrant as specified in its charter)


                                    Delaware
                    (State of incorporation or organization)
                                   11-3309110
                      (I.R.S. Employer Identification No.)

                               2001 Marcus Avenue
                             Lake Success, New York
                    (Address of principal executive offices)
                                      11042
                                   (Zip Code)

If this Form relates to the  registration  of a class of debt  securities and is
effective upon filing pursuant to General  Instruction  A(c)(1) please check the
following box. |_| If this Form relates to the  registration  of a class of debt
securities and is to become effective simultaneously with the effectiveness of a
concurrent  registration  statement under the Securities Act of 1933 pursuant to
General Instruction A(c)(2) please check the following box. |_|


Securities to be registered pursuant to Section 12(g) of the Act:

                                      Common Stock, par value $.01 per share
                                                 (Title of Class)

                                     Redeemable Common Stock Purchase Warrants
                                                 (Title of Class)


<PAGE>



Item 1.  Description of Registrant's Securities to be Registered

         The Registrant hereby incorporates the description of its Common Stock,
par  value  $.01  per  share,  contained  in  the  Prospectus  included  in  its
Registration  Statement on Form S-1, Registration No. 333-03613,  filed with the

Commission  on May 13, 1996,  under the heading  "DESCRIPTION  OF  SECURITIES --
Common Stock".

         The Registrant  hereby  incorporates  the description of its Redeemable
Common Stock  Purchase  Warrants,  contained in the  Prospectus  included in its
Registration  Statement on Form S-1, Registration No. 333-03613,  filed with the
Commission  on May 13, 1996,  under the heading  "DESCRIPTION  OF  SECURITIES --
Warrants".


Item 2.  Exhibits

         Not applicable.



                                   SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the Registrant  has duly caused this  Registration  Statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                                AMERTRANZ WORLDWIDE HOLDING CORP.


Date:  June 17, 1996            By:      /s/ Stuart Hettleman
                                         -------------------------------
                                         Stuart Hettleman, President


C65035.198

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