8-K

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                                 WASHINGTON, D.C.

 
                                    FORM 8-K


                                 CURRENT REPORT




                      Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934





                               February 22, 1999
                 ------------------------------------------------
                 Date of Report (date of earliest event reported)





                             U. S. Trucking, Inc.
               -----------------------------------------------------
               Exact Name of Registrant as Specified in its Charter





        Colorado                     33-9640-LA              68-0133692
- ---------------------------        ---------------     ----------------------
State or Other Jurisdiction        Commission File     IRS Employer Identifi-
of Incorporation                   Number              cation Number




          10602 Timberwood Circle #9, Louisville, Kentucky 40223
         ---------------------------------------------------------
         Address of Principal Executive Office, Including Zip Code



                          (502) 339-4000, Ext. 3006
            --------------------------------------------------
            Registrant's Telephone Number, Including Area Code










ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.

     (a) On February 22, 1999, U.S. Trucking, Inc. (the "Registrant"), engaged
Bianculli, Pascale & Co., PC as its independent accountants for the fiscal
year ended December 31, 1998.  Also on February 22, 1999, Schumacher &
Associates was dismissed as the Registrant's independent accountants.

     (b) Schumacher & Associates's report on the Registrant's financial
statements for the year ended March 31, 1998, contained no adverse opinion or
disclaimer of opinion nor was it qualified as to uncertainty, audit scope or
accounting principles.

     (c) The Registrant's Board of Directors made the decision to engage
Bianculli, Pascale & Co., PC.  The Registrant has no audit or similar
committee.

     (d) In connection with the prior audit for the year ended March 31, 1998,
and during the interim period from March 31, 1998 to February 22, 1999, there
have been no disagreements with Schumacher & Associates on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure.

     (e) The Registrant did not consult with Bianculli, Pascale & Co., PC with
regard to any matter concerning the application of accounting principles to
any specific transactions, either completed or proposed, or the type of audit
opinion that might be rendered with respect to the Registrant's financial
statements.

     (f) The Registrant has requested that Schumacher & Associates review the
disclosure and that firm has been given an opportunity to furnish the
Registrant with a letter addressed to the Commission containing any new
information, clarification of the Registrant's expression of its views, or the
respect in which it does not agree with the statements made by the Registrant
herein.  Such letter is filed as an exhibit to this Report.

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

     (a) EXHIBITS.

                  Exhibit 16.  Letter from Schumacher & Associates

ITEM 8.  CHANGE IN FISCAL YEAR.

     The Company has adopted the fiscal year of its wholly-owned subsidiary,
U.S. Trucking, Inc., a Nevada corporation (accounting acquirer) and no
transition report is required.  The new fiscal year-end is December 31.  The
Company will be filing a Form 10-KSB for the year ended December 31, 1998.

                                  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.

                                  U.S. TRUCKING, INC.


Dated: February 26, 1999          By:/s/ W. Anthony Huff
                                     W. Anthony Huff
                                     Executive Vice President

                                   2

EX-16

                         SCHUMACHER & ASSOCIATES, INC.
                         Certified Public Accountants
                12835 East Arapahoe Road, Tower II, Suite 110-B
                             Englewood, CO 80112
                   TEL (303) 792-2466    FAX (303) 792-2487


February 25, 1999


Securities and Exchange Commission
Washington, D.C. 20549

RE:  U.S. Trucking, Inc.
     Form 8-K

Dear Madam/Sir:

We agree with the representations made in "Item 4. Change in Registrant's
Certifying Accountant."

If we can provide you any additional information please do not hesitate to let
us know.


Sincerely,


/s/ Mick Schumacher

Mick Schumacher
President