U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                     FORM 12B-25 NOTIFICATION OF LATE FILING

                            SEC FILE NUMBER: 000-18601





                            CUSPID NUMBER: 893691105



         [x] Form 10-Q

                  For the Three Months Ended:  March 31, 2000



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

Transit Group, Inc.
2859 Paces Ferry Road, Suite 1740
Atlanta, GA 30339








Part II - Rules 12b-25 (b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check Box if Appropriate)

         [X] (a) The reasons  described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;

         [X]      (b) The  subject  quarterly  report  on Form  10-Q or  portion
                  thereof  will be filed on or  before  the fifth  calendar  day
                  following the prescribed due date.

         [ ] (c) The  accountant's  statement or other exhibit  required by Rule
         12b-25(c) has been attached, if applicable.

                                                        See Exhibit A

Part III--Narrative

State  below in  reasonable  detail the reasons why Form 10-Q could not be filed
within the prescribed period.

For the three  months  ended March 31, 2000 Form 10-Q could not be filed  within
the  prescribed  time limit because of the  additional  time required to collect
data  requested  by our bank  group in  order  to  obtain a waiver  for our debt
covenants..

Part IV--Other Information

(1)Name  and   telephone   number  of  person  to  contact  in  regard  to  this
   notification.
  N. Mark DiLuzio             (770)              444-0240
  ---------------             -----              --------
      (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

If so: attach an explanation of the  anticipated  change,  both  narratively and
quantitatively,  and if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

See Exhibit A

                               Transit Group, 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: May 16, 2000                          By:   /s/ Philip A. Belyew
      ------------                               ---------------------
                                                    Philip A. Belyew
                                                    President and
                                                    Chief Executive
                                                    Officer

                                    Exhibit A

Results  of  operations  for the three  months  ended  March 31,  2000  differed
significantly  from the same  period in the prior year.  In the current  period,
revenues increased from $64.8 million to $133.2 million primarily as a result of
eight companies  acquired in 1999. In May 1999 the Company issued $25 million of
9% Redeemable Preferred Stock. As a result the Company incurred dividends of $.6
million in the quarter ended March 31, 2000

Despite  higher  revenues in 2000  compared to 1999,  the Company had a loss.  A
major  component  of the  Company's  cost  structure  is diesel  fuel  which has
increased significantly compared to the same period a year ago. Additionally the
Company   continues  to  incur  higher  than  expected  costs   associated  with
consolidating its three  Louisville,  Kentucky  divisions.  All of these factors
resulted in a net loss for the three month period ended March 31, 2000  compared
to net income of $.9 million for the same period in the prior year.