MATLACK SYSTEMS INC
NT 10-K, 1998-12-30
TRUCKING (NO LOCAL)
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                            UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                             FORM 12b-25          

                     NOTIFICATION OF LATE FILING

                                        SEC File Number  1-10105
                                        CUSIP Number     576901-10-2
(Check One):

[X]  FORM 10-K AND FORM 10-KSB  [ ] FORM 20-F  [ ] FORM 10-Q AND 
     FORM 10-QSB   [ ] FORM N-SAR
  
     For Period Ended:             September 30, 1998                

     [ ] Transition Report on Form 10-K
     [ ] Transition Report on Form 20-F
     [ ] Transition Report on Form 11-K
     [ ] Transition Report on Form 10-Q
     [ ] Transition Report on Form N-SAR


For the transition period from                     to                 
                                                                      


Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
                                                                      


If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:               
                                                                      
                                                                      

Part I - Registrant Information
                                                                      

     Full Name of Registrant:           MATLACK SYSTEMS, INC.         

     Former Name if Applicable:                                       

     Address of Principal Executive Office (Street and Number)

               One Rollins Plaza, Wilmington, Delaware 19803          
                              City, State and Zip Code
<PAGE>
Part II - Rules 12b-25 (b) and (c)
                                                                      

The subject report could not be filed without unreasonable effort or
expense and the Registrant seeks relief pursuant to Rule 12b-25(b):
     (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
and

     (b) The subject annual report on Form 10-K will be filed on or
before the fifteenth calendar day following the prescribed due date.

Part III - Narrative
                                                                      

The Registrant has experienced the loss of several key personnel on its
accounting staff.  Accordingly, the Registrant has been unable to
compile all information necessary to complete its Form 10-K.  As a
result, the Registrant is filing this notification and will file the
Form 10-K within the time period permitted by Rule 12b-25 of the
Securities Exchange Act of 1934.

Part IV - Other Information
                                                                      

     (1) Name and telephone number of person to contact in regard to
this notification

      Patrick J. Bagley               302           426-2930        
          (Name)                   (Area Code)  (Telephone Number)
     (2) Have all other periodic reports required under section 13 or
15(d) of the Securities Exchange Act of 1934 or section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for
such shorter period that the Registrant was required to file such
report(s) been filed?  If the answer is no, identify report(s).
                                             [X] Yes         [ ] No

     (3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will
be reflected by the earnings statements to be included in the subject
report or portion thereof?
                                             [X] Yes         [ ] No

     Due to the loss of personnel, as described above, and until the
Registrant's audit is complete, the Registrant is unable to reasonably
estimate its results of operations.<PAGE>
                        Matlack Systems, Inc.                         
            (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.


DATE:  December 30, 1998               MATLACK SYSTEMS, INC.   
                                    (Registrant)


                              By:  /s/ Patrick J. Bagley         
                                   Patrick J. Bagley    
                                   Vice President-Finance and Treasurer
                                   Chief Financial Officer
                                   Chief Accounting Officer


                              ATTENTION

Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).




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