UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(Mark One)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

                   [ X ] Yes           [    ] No

As of March 31, 2000, 2,000,000 shares of TRISM, Inc.'s common stock, par value $.01 per share, were outstanding.

See accompanying notes to consolidated financial statements.

See accompanying notes to the consolidated financial statements.

See accompanying notes to consolidated financial statements.

Due to the Reorganization and implementation of Fresh Start Reporting, Condensed Consolidated Financial Statements for the new Reorganized Company (period starting February 15, 2000) are not comparable to those of the Predecessor Company. The Reorganized Company relates to all operations post-emergence from Bankruptcy and the Predecessor Company relates to all operations pre-emergence from Bankruptcy. A black line has been drawn on the accompanying Condensed Consolidated Financial Statements to distinguish between the Reorganized Company and the Predecessor Company.

The 1999 Annual Report on Form 10-K for Trism, Inc. includes a summary of significant accounting policies and should be read in conjunction with this Form 10-Q. The statements for the periods presented are condensed and do not contain all information required by generally accepted accounting principles to be included in a full set of financial statements. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of March 31, 2000 and December 31, 1999 and the results of operations and cash flows for the periods ended March 31, 2000 and 1999, respectively, have been included. The Company's operations are subject to seasonal trends common to the trucking industry. Results of operations for the quarters ending in December and March are materially lower than the quarters ending in June and September due to reduced shipments and higher operating costs in the winter months. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the entire year. Certain reclassifications were made to the 1999 accounts to reflect classifications adopted in 2000. In addition, the Company changed its accounting policy on tires in service effective January 1, 1999 and accordingly, it adjusted prior year quarterly results for the implementation of the new policy.

On February 15, 2000, the consummation of the Company's Plan of Reorganization was completed, and the Company exited from Chapter 11. The Company converted the existing Senior Subordinated Notes ("Notes") and common equity as outlined under the terms of the restructuring agreement.

The agreement provided for the Notes to be converted into (i) new notes in the aggregate principal amount of $30 million, due February 15, 2005, with interest at the rate of 12% per annum (the first semi-annual interest payment was paid on March 15, 2000), and (ii) 95% of the new common equity of the Company to be issued post-recapitalization, prior to dilution respecting a management stock incentive program. The agreement also provided that the Company's old common equity would be converted into 5% of the new common equity issued post-recapitalization, prior to dilution.

In connection with the exit from Chapter 11, the Company executed a new, three-year $42.5 million revolving credit facility ("Revolver"). The Revolver provides for borrowings up to $42.5 million based on a borrowing base formula determined by eligible accounts receivable, certain unencumbered trailers, and the Company's real property in Kennesaw, Georgia. The Revolver also provides for the issuance of letters of credit up to $17 million. The Revolver bears interest at the prime rate plus .25% or LIBOR plus 2.25%. No financial covenants exist unless availability, as defined, initially falls below $5 million for ten consecutive business days. The Revolver also limits debt incurrence, capital expenditures, changes in control, mergers and certain material asset sales, irrespective of the $5 million availability threshold.

In accordance with SOP 90-7, the Consolidated Statements of Operations should portray the results of operations of the Company while it is in Chapter 11. Expenses resulting from the restructuring are reported separately as reorganization items. In the accompanying Consolidated Statements of Operations for the three months ending March 31, 2000, the Company wrote-off $39.5 million related to assets adjusted to estimated fair market value. Furthermore, the Company incurred financial restructuring costs of $0.2 million for the three months ended March 31, 2000.

As of the February 15, 2000, the Company adopted Fresh Start Reporting in accordance with AICPA Statement of Position 90-7. Fresh Start Reporting resulted in material changes to the consolidated balance sheet, including valuation

Notes to Consolidated Financial Statements, Continued
Fresh Start Reporting, Continued

of assets, intangible assets and liabilities at fair market value and valuation of equity based on the appraised reorganization value of the ongoing business.

The Company's reorganization value of $135 million (the approximate fair value) was based upon the assumed total long-term debt (including capital lease and operating lease obligations) of $115 million and the estimated imputed equity value of Reorganized Trism at $20 million. These values were based on the consideration of many factors and various valuation methods, including discounted cash flows, selected publicly traded Company market multiples, selected acquisition transaction multiples and other applicable ratios and valuation techniques believed by the Company's management and its financial advisors to be representative of the Company's business and industry.

The reorganization of the Company will result in a discharge of debt under the Tax Code. The discharge will reduce outstanding net operating loss carryforwards on February 15, 2000. The Company anticipates remaining net operating loss carryforwards of approximately $9 million. However, due to a change in control such net operating loss carryforwards will be subject to annual limitations in accordance with section 382 of the Tax Code.

The Reorganization and the adoption of Fresh Start Reporting resulted in the following adjustments to the Company's consolidated balance sheet as of February 15, 2000 (in thousands):

 Guarantor Subsidiaries

The Company's senior subordinated notes are guaranteed by all of the Company's direct and indirect subsidiaries (the "Guarantor Subsidiaries"). All of the Guarantor Subsidiaries are wholly owned direct or indirect subsidiaries of the Company and the guarantees of the Guarantor Subsidiaries are full, unconditional and joint and several. Separate financial statements of each Guarantor Subsidiary is not presented because management has determined that separate

financial statements of the Guarantor Subsidiaries would not be material to investors. Summarized financial information for 2000 and 1999 of the combined Guarantor Subsidiaries for predecessor and reorganized subsidiaries are as follows (in thousands):

Under the Comprehensive Environmental Responses, Compensation and Liability Act ("CERCLA") and similar state laws, a transporter of hazardous substances may be liable for the costs of responding to the release or threatened release of hazardous substances from disposal sites if such transporter selected the site for disposal. Because it is the Company's practice not to select the sites where hazardous substances and wastes will be disposed, the Company does not believe it will be subject to material liability under CERCLA and similar laws. Although the Company has been identified as a "potentially responsible party" at two sites, solely because of its activities as a transporter of hazardous substances, the Company does not believe it will be subject to material liabilities at such sites.

The Company is a party to certain legal proceedings incidental to its business, primarily involving claims for personal injury or property damage arising from the transportation of freight. The Company does not believe that these legal proceedings, or any other claims or threatened claims of which it is aware, are likely to materially and adversely affect the Company's financial condition. With regard to personal injury, property damage, workers' compensation claims, and cargo claims, the Company is and has been covered by insurance. Such matters may include claims for punitive damages. It is an open question in some jurisdictions in which the Company does business as to whether or not punitive damages awards are covered by insurance.

The Company identifies operating segments based on management responsibility and marketing strategies. The Company has three reportable segments: Heavy Haul, Secured Materials and Logistics.

This segment consists of Trism Specialized Carriers, Inc. ("TSC"), the Company's largest operating segment, specializing in the transportation of over-sized and over-dimensional loads throughout the United States, Canada, and Mexico. The largest markets for Heavy Haul are manufacturers of large machinery and equipment, suppliers and contractors to industrial and public construction, importers of industrial durable goods and the U.S. Government. Also, the Company entered the Super Heavy Haul market in 1997 through its strategic alliance with Econofreight Group Limited, a U.K. subsidiary of Brambles Corporation.

The Secured Materials segment consists of the following: Tri-State Motor Transit Co. ("TSMT"), Diablo Systems, Inc. ("Diablo") and C.I. Whitten Transfer ("CIW"), and is characterized by the toxic or explosive nature and special handling requirements of the cargo. The cargo typically consists of military munitions, commercial explosives, hazardous waste, and radioactive materials. The largest markets for Secured Materials are the United States government and various governmental agencies, waste generators, and environmental clean-up firms.

TSMT, Diablo and CIW service customers in the munitions and explosives market and are collectively the largest transporters of Department of Defense munitions in the continental United States. TSMT and CIW operate throughout the continental United States with Diablo's market focus primarily in the western regions of the United States.

Trism Environmental Services ("TES"), a division of TSMT, provides service to customers in the hazardous waste and radioactive materials market and operates throughout the United States, but its primary market focus is east of the Mississippi.

The operating companies within the Secured Materials group have operating authority in the continental United States and certain provinces of Canada. In addition, the group maintains trailer interchange agreements with certain Mexican carriers.

The Trism Logistics, Inc. ("TLI") segment specializes in the management of freight by truck (particularly in the hazardous waste market). TLI's client base includes engineering and construction companies, suppliers to the European Community, Fortune 500 companies and major utility companies. In September of 1998, TLI began operations to provide logistics services to the rail industry through its intermodal division.

A summary of segment information is presented below (in thousands):

 Management's Discussion and Analysis of Financial Condition and Results of Operations

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain statements in this Form 10-Q include information that is forward-looking, such as the Company's anticipated liquidity and capital requirements, the results of legal proceedings, and the restructuring of the Company as contemplated by the restructuring agreement executed with representatives of certain Note holders.

The matters referred to in forward-looking statements could be affected by the risks and uncertainties involved in the Company's business. In addition, there can be no assurance that the plan of reorganization will occur as described or at all. Subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements in this paragraph.

The following discussion and analysis should be read in conjunction with the Company's Consolidated Financial Statements and notes for the year ended December 31, 1999 and quarter ended March 31, 2000.

To facilitate a meaningful comparison of the Company's quarterly operating performance in years 2000 and 1999, the following discussion of results of operations is presented on a traditional comparative basis for both periods. Accordingly, the results of operations for the quarter ended March 31, 2000 represents the mathematic addition of the historical amounts for the predecessor company period January 1 through February 15, 2000, and the reorganized company period, February 16 through March 31, 2000. Consequently, the current year's information presented below does not comply with accounting requirements for companies upon emergence from bankruptcy which calls for separate reporting for the newly reorganized company and the predecessor company. Management believes that a combined discussion of predecessor and reorganized company periods is reasonable and appropriate because there were no material adjustments to the presented items (other than depreciation, amortization and interest expense) resulting from the Fresh Start Reporting.

The following tables summarize certain financial information on a percentage of revenue basis and selected operating data for the three Months ended March 31, 2000 and 1999.

First Quarter 2000 as compared to the First Quarter of 1999

Operating revenue increased $0.9 million, or 1.3% from the first quarter of 1999 to the first quarter 2000. Revenue per loaded mile (excluding fuel surcharges) was $1.81 for the quarter ended March 31, 2000 as compared to $1.73 for the quarter ended March 31, 1999. However, operating revenues were impacted by a decline in total miles driven of approximately 3.4 million from the first quarter of 1999 to the first quarter of 2000 due to a reduction in total tractors.

Operating revenues were affected by a decline in revenues at Heavy Haul primarily as a result of lower revenues in the Super Heavy Haul market relating to one project in the first quarter of 1999 which accounted for approximately $1.6 million. While the Secured segment miles driven were 1.9 million miles lower in the first quarter of 1999 from 2000, there was a positive increase in revenue per total mile which increased by 10.2%. The Secured segment was negatively impacted by lower asset utilization caused by competition for available drivers. The Logistics segment revenues increased by $3.0 million, primarily as a result of new contracts in the third party logistics market that began in the second quarter of 1999.

First Quarter 2000 as compared to the First Quarter of 1999

Operating income for the three months ended March 31, 2000, was $0.9 million compared to $0.2 million in 1999. The increase in operating revenue of $0.9 million positively impacted operating income primarily as a result of higher freight rates and increased brokerage revenue.

In addition, certain variable costs on a per mile basis negatively impacted operating income as follows: (a) higher net fuel costs of $2.6 million caused by an increase in cost per gallon of $0.39 cents; (b) higher contractor equipment costs of $0.8 million as a result of increased miles driven by contractor equipment; and (c) higher escort and permit charges of $0.7 million primarily as result from an increase in the overdimensional and specialized equipment commodities hauled by the Heavy Haul segment.

The decline in revenues and increase in certain variable costs in the first quarter of 2000 were offset by lower fixed freight operating costs of $4.4 million. The reductions resulted from a reduced tractor and trailer fleet size and lower general and administrative costs. Additionally, the Company wrote down certain property, plant and equipment which reduced fixed costs.

Total operating expenses were approximately $68.6 million for the quarter ended March 31, 2000 as compared to $68.5 million for the three months ended March 31, 1999. The following expense categories increased or decreased significantly as a percentage of revenue between the periods:

Salaries, wages and fringe benefits decreased 4.6% of revenue during the quarter ended March 31, 2000 as compared to the corresponding period in 1999. The decrease relates to lower driver wages as a percentage of revenue due to an overall increase in the use of independent contractors.

Operating supplies increased by 2.5% for the quarter ended March 31, 2000 as compared to the same period in 1999, due to an increase in fuel price per gallon of $0.39 cents.

Contractor equipment increased by 2.6% in the first quarter of 2000 as compared to the same period in 1999, attributable to an overall increase in the number of independent contractors, which increased from an average of 264 in 1999 to 321 in 2000.

Brokerage carrier expenses increased by 4.5% from the quarter ended March 31, 2000 as compared to the corresponding period in 1999 due to increased brokerage revenue and higher costs of capacity.

Depreciation and amortization decreased by 2.2% for the quarter ended March 31, 2000 as compared to the same period in 1999, primarily due to the decline in the number of company owned tractors and trailers and the write down of property, plant and equipment to fair market value relating to Fresh Start Reporting.

General supplies expenses decreased by 1.3% of revenue for the quarter ended March 31, 2000 as compared to the corresponding period in 1999, primarily as a result of lower insurance professional fees in 2000.

Claims and insurance expenses increased by 1.1% from the quarter ended March 31, 2000 as compared to the same period in 1999, primarily due to the implementation of a fixed, first dollar deductible liability insurance program in November of 1999.

Revenue equipment rents declined by 2.6 % from 1999 to 2000 primarily as a result of a reduction in the number of tractors under operating leases and a decrease in trailer rentals in the Super Heavy Haul market.

Net cash provided by operating activities was $1.4 million in 2000 compared to $6.9 million in 1999. The decrease is primarily due to a decrease in accrued expense relating the interest on the Notes and an increase in accounts receivable related to the seasonality of revenues.

Net cash provided by investing activities was $0.1 million in 2000 and in 1999. Proceeds from the sale of assets approximated capitalized purchases and repairs of assets for 2000 and 1999.

Net cash used in financing activities was $2.0 million in 2000 compared to $4.8 million in 1999. The increase in cash from financing activities in 2000 resulted from higher borrowings on the revolving credit facility due to the first payment on the new senior subordinated notes on March 15 and the increase in accounts receivable. Bank overdrafts also increased due to the timing of end of the quarter disbursements.

The Company estimates 2000 net capital expenditures of approximately $27 million primarily related to the replacement of tractors and trailers. The Company estimates net proceeds from the sale of the replaced equipment to amount to approximately $3.0 million. The Company believes it will be able to finance its needs during 2000. However, the

See "Recent Developments" in the accompanying notes to the consolidated financial statements for an additional discussion of the Company's liquidity and capital resources.

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS 133 establishes accounting and reporting standards for derivatives and hedging. It requires that all derivatives are recognized as either assets or liabilities at fair value and establishes specific criteria for the use of hedge accounting. The Company's required adoption date is January 1, 2001. SFAS 133 is not to be applied retroactively to financial statements of prior periods. The Company expects no material adverse effect on consolidated results of operations, financial position, cash flows or stockholders' equity upon adoption of SFAS 133.

      A.     Exhibits

          The following exhibit is filed as part of this report.