8-K

                     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): August 27, 1999


                               MARK VII, INC.
          (Exact name of registrant as specified in its charter)


            DELAWARE                    0-14810             43-1074964
  (State or Other Jurisdiction        (Commission         (I.R.S. Employer
        of Incorporation)             File Number)       Identification No.)

         965 RIDGE LAKE BOULEVARD
            MEMPHIS, TENNESSEE                               38120
           (Address of Principal                           (Zip Code)
             Executive Offices)


      Registrant's telephone number, including area code: (901) 767-4455

                                  No Change
        -------------------------------------------------------------
        (Former name or former address, if changed since last report)




Item 5.  OTHER EVENTS.

     On August 27, 1999, MSAS Acquisition Corporation, a Delaware corporation
("MSAS") and wholly-owned subsidiary of MSAS Global Logistics Inc., a New
York corporation ("Parent") and indirect subsidiary of Ocean Group plc, a
company organized under the laws of England and Wales ("Ocean Group"),
consummated its tender offer (the "Tender Offer") for all shares of the
common stock (the "Shares") of Mark VII, Inc., a Delaware corporation (the
"Company"), and accepted for payment 98.95% of all outstanding Shares.

     On September 1, 1999, MSAS was merged with and into the Company (the
"Merger"), and as a result the Company became an indirect, wholly-owned
subsidiary of Ocean Group.  Each Share then outstanding (other than Shares
held in treasury of the Company, Shares owned by MSAS, Parent or any
subsidiary of Parent or the Company and Shares as to which appraisal rights
have been properly exercised) was converted into the right to receive $23.00
in cash.

     A copy of the press release of Ocean Group with respect to the Tender
Offer and the Merger is filed as Exhibit 99.1 hereto and is incorporated
herein by reference.

Item 7.  FINANCIAL INFORMATION AND EXHIBITS.

(c) Exhibits

      99.1   Press Release of Ocean Group plc, issued September 2, 1999.



                                   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.


                                       MARK VII, INC.
                                       (Registrant)


Date: September 3, 1999                By: /s/ James T. Graves
                                           -------------------
                                           Name: James T. Graves
                                           Title: Vice Chairman,
                                           General Counsel and Secretary



                                   EXHIBIT INDEX


EXHIBIT NO.      DESCRIPTION
- -----------      -----------
  99.1           Press Release of Ocean Group plc, issued September 2, 1999.

EX-99.1

                                                                 EXHIBIT 99.1

                                                             2 September 1999

                       OCEAN COMPLETES FORMALITIES FOR
                ACQUISITION OF LEADING USA LOGISTICS BUSINESS

Ocean Group plc, one of the world's leading global logistics companies, today
announced the successful completion of its acquisition of Mark VII, Inc, a
NASDAQ quoted multi-modal transportation logistics company. Ocean effected
the acquisition on 1 September 1999 by merging its indirect subsidiary, MSAS
Acquisition Corporation, with and into Mark VII, with Mark VII continuing as
an indirect, wholly owned subsidiary of Ocean. The merger followed the tender
by MSAS Acquisition Corporation for all outstanding shares of Mark VII at
$23.00 per share.  Pursuant to the Offer, MSAS Acquisition Corporation
purchased shares representing 98.95% of all Mark VII common stock
outstanding. In the merger, each outstanding Mark VII common share not
previously purchased in the Offer was converted into the right to receive the
same $23.00 per share cash price paid in the Offer. Ocean announced the terms
of the offer and the merger on 27 July 1999.

The cash offer and merger at $23 per share values the company at $227m
(L143m). The consideration will be satisfied out of Ocean's existing cash
reserves and new banking facilities.

                                 -   ENDS   -

FOR FURTHER INFORMATION PLEASE CONTACT:

     John Allan, Chief Executive                 Tel: 01344 744363
     John Coghlan, Finance Director              Tel: 01344 744406
     Ian Smith, Group Commercial Director        Tel: 01344 744407
     Tony Lascelles, Company Secretary and       Tel: 01344 744409
     Director of Corporate Affairs



         FURTHER INFORMATION ON OCEAN GROUP PLC AND ITS BUSINESSES IS
            AVAILABLE ON OCEAN'S WEBSITE:  WWW.OCEANGROUP.UK.COM