8-K

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC  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 15, 1998


                             GEOLOGISTICS CORPORATION
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                  (Exact Name of Registrant as Specified in Charter)

          Delaware                333-42607                    22-3438013
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(State or Other Juris-          (Commission File             (IRS Employer
diction of Incorporation)        Number)                   Identification No.)


          13952 Denver West Parkway, Golden, Colorado             80401 
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             (Address of principal executive offices and Zip Code)

       Registrant's telephone number, including area code (303) 704-4400

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



ITEM 5.   OTHER EVENTS.

          On June 15, 1998, GeoLogistics Corporation (the "Company") entered 
into an Asset Purchase Agreement (the "Purchase Agreement") with Amertranz 
Worldwide Holding Corp., a Delaware corporation ("Holding"), and Holding's 
wholly-owned subsidiary, Caribbean Air Services, Inc., a Delaware corporation 
("CAS").  Pursuant to the Purchase Agreement, the Company has agreed to 
purchase substantially all of the assets and assume certain of the 
liabilities of CAS for aggregate cash consideration of $27,000,000 (the 
"Acquisition").  Consummation of the Acquisition is subject to the 
satisfaction of certain closing conditions, including the expiration or 
termination of the waiting period under the Hart-Scott-Rodino Antitrust 
Improvements Act of 1976.
     
          On June 15, 1998, the Company issued a press release regarding the 
Acquisition.  Such press release is attached hereto as Exhibit 99.1 and is 
incorporated herein by reference.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (a)  Not applicable.

     (b)  Not applicable.
     
     (c)  The following documents are filed as exhibits to this report:


Exhibit No.                   Description
- ----------                    -----------

   99.1                     Press Release dated June 15, 1998.




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                                  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.



                              GEOLOGISTICS CORPORATION




Date:  June 15, 1998          By: /s/ Ronald Jackson        
                                 ------------------------------
                                 Ronald Jackson
                                 Vice President and General
                                 Counsel





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                                    EXHIBIT INDEX

   Exhibit
   -------
     99.1                     Press Release dated June 15, 1998. 





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EX-99.1

                                                                 EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Contact:  Laurie Regan Chase
          Heidi K. Zuhl
          Laurie Chase & Company
          415-781-1545

June 15, 1998


                GEOLOGISTICS CORPORATION TO EXTEND ITS GLOBAL
                     NETWORK WITH CARIBBEAN ACQUISITION

GeoLogistics Corporation announced today that it has signed an agreement to 
acquire the business of Caribbean Air Services, Inc. ("CAS") for $27 million, 
subject to regulatory approval.  CAS, a wholly owned subsidiary of AmerTranz 
Worldwide Holding Corporation, is a provider of air logistics services 
between the United States, Puerto Rico, and the Dominican Republic.  CAS 
generated approximately $40 million in revenues and approximately $3.2 
million in operating income for the nine months ended March 31, 1998.  The 
acquisition is subject to satisfaction of certain conditions, including 
receipt of regulatory approvals.

Following the acquisition, which is expected to close on July 15, 1998, the 
business unit will operate as GeoLogistics Air Services, a division of 
GeoLogistics Corporation. The acquisition underscores GeoLogistics' 
commitment to providing comprehensive logistics services for its customers 
and exemplifies expansion of its global network. The company intends to 
finance this acquisition through an equal combination of additional debt and 
equity capital.

CAS has many clients from various industries in the Puerto Rican marketplace, 
particularly in the pharmaceutical and high tech industries. 

GeoLogistics takes a different approach to logistics - an industry-centric 
view of the market.  "While global logistics is our core business, our 
primary target industries include: Life Sciences/Medical, Specialty Retail, 
High Tech, Telecommunications, Aviation/Defense and Auto Components," said 
Roger E. Payton CEO of GeoLogistics "Obviously, CAS is an ideal fit to extend 
our pursuit of these goals."

The merger will create enhanced levels of service and product innovation for 
the Life Sciences industry as well as others serviced by CAS and 
GeoLogistics' Puerto Rican operations.

"This acquisition complements our strategic plan to grow in key aspects of 
the logistics business," said Tony Quinn, CEO of GeoLogistics Americas. 
"GeoLogistics Air Services will offer 




enhanced logistics services on the island while increasing service levels and 
lift capacity off the island.

Rick Faieta, who has led CAS for many years, will continue to serve as CEO of 
this business unit and will oversee the merger of CAS's and GeoLogistics' 
Puerto Rican operations.  Quinn stated that the company is pleased to have 
Mr. Faieta and his team join GeoLogistics because they will add to the 
considerable experience of our existing, highly focused and dedicated Puerto 
Rican team.

GeoLogistics Corporation, formerly International Logistics Limited, is one of 
the largest non-asset based global logistics providers headquartered in North
America, with $1.5 billion in annual revenues (last 12 months revenue 
run-rate). The Company has approximately 1,000 service centers in 75 
countries. Global logistics services include freight forwarding, warehousing, 
time-definite distribution, customs brokerage and other value-added supply 
chain services including consulting. International Logistics Limited was 
formed in 1996 through the acquisition and integration of The Bekins Company, 
the LEP Companies and Matrix International. The Company was designed to meet 
the evolving service requirements of multinational clients. More information 
may be obtained at the Company's Web site at WWW.REAL-LOGISTICS.COM.

This press release contains "forward-looking statements" which are based 
largely on the company's expectations and are subject to various business 
risks and uncertainties, certain of which are beyond the company's control.  
These forward-looking statements are intended to qualify for the safe harbors 
from liability established by the Private Securities Litigation Reform Act of 
1995. Actual results could differ materially from these forward-looking 
statements as a result of such risks.  In light of these risks and 
uncertainties, there can be no assurance that the forward-looking statements 
contained herein will in fact transpire or prove to be accurate.  A more 
complete listing of cautionary statements and risk factors is contained in 
the company's registration statement on Form S-4 filed Securities and 
Exchange Commission.  The company makes no commitment to disclose any 
revisions to forward-looking statements, or any facts, events or 
circumstances after the date hereof that bear upon forward-looking statements.


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