Edgar Filing: QUALITY DISTRIBUTION INC

d1068452_13g-a.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Quality Distribution, Inc.

(Name of Issuer)

Common Stock, No Par Value

(Title of Class of Securities)

74756M102

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[_] Rule 13d-1(b)

[X] Rule 13d-1(c)

[_] Rule 13d-1(d)

__________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No		74756M102

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Newland Capital Management, LLC

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a) [_]
			(b) [X]

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	1,686,145

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	1,686,145

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,686,145

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
			[_]


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	8.6%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No		74756M102

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Newland Master Fund, Ltd.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a) [_]
			(b) [X]

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	1,686,145

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	1,686,145

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,686,145

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
			[_]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	8.6%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

CUSIP No		74756M102

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Newland Offshore Fund, Ltd.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a) [_]
			(b) [X]

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	1,438,282

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	1,438,282

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,438,282

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
			[_]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.3%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

CUSIP No		74756M102

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Ken Brodkowitz

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a) [_]
			(b) [X]

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	1,686,145

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	1,686,145

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,686,145

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
			[_]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	8.6%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No		74756M102

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Michael Vermut

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a) [_]
			(b) [X]

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	1,686,145

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	1,686,145

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,686,145

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
			[_]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	8.6%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No		74756M102

Item 1.	(a).	Name of Issuer:

		Quality Distribution, Inc.

	(b).	Address of issuer's principal executive offices:

		4041 Park Oaks Boulevard, Suite 200 Tampa, Florida 33610

Item 2.	(a).	Name of person filing:
		Newland Capital Management, LLC Newland Master Fund, Ltd. Newland Offshore Fund, Ltd. Ken Brodkowitz
		Michael Vermut

	(b).	Address of principal business office, or if none, residence:
		Newland Capital Management, LLC 350 Madison Avenue 11th Floor New York, New York 10017 Newland Master Fund, Ltd. c/o Goldman Sachs (CAYMAN) Trust, Limited P.O. Box 896 Gardenia Court, Suite 3307 45 Market Street Camana Bay Cayman Islands KY1-1103 Newland Offshore Fund, Ltd. c/o Goldman Sachs (CAYMAN) Trust, Limited P.O. Box 896 Gardenia Court, Suite 3307 45 Market Street Camana Bay Cayman Islands KY1-1103 Ken Brodkowitz c/o Newland Capital Management, LLC 350 Madison Avenue 11th Floor New York, New York 10017 Michael Vermut c/o Newland Capital Management, LLC 350 Madison Avenue 11th Floor
		New York, New York 10017

	(c).	Citizenship:

		Newland Capital Management, LLC – Delaware limited liability company Newland Master Fund, Ltd. – Cayman Islands exempted company Newland Offshore Fund, Ltd. – Cayman Islands exempted company Ken Brodkowitz – United States citizen
		Michael Vermut – United States citizen

	(d).	Title of class of securities:

		Common Stock, No Par Value

	(e).	CUSIP No.:

		74756M102

Item 3.

If This Statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

(a)

[_]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

[_]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

[_]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

[_]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

[_]

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

[_]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

[_]

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

[_]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i)

[_]

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[_]

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

[_]

Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:


Item 4.	Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned:

		Newland Capital Management, LLC: 1,686,145 Newland Master Fund, Ltd.: 1,686,145 Newland Offshore Fund, Ltd.: 1,438,282 Ken Brodkowitz: 1,686,145 Michael Vermut: 1,686,145

	(b)	Percent of class:

		Newland Capital Management, LLC: 8.6% Newland Master Fund, Ltd.: 8.6% Newland Offshore Fund, Ltd.: 7.3% Ken Brodkowitz: 8.6% Michael Vermut: 8.6%

(c)

Number of shares as to which Newland Capital Management, LLC has:

(i)	Sole power to vote or to direct the vote	0	,
(ii)	Shared power to vote or to direct the vote	1,686,145	,
(iii)	Sole power to dispose or to direct the disposition of	0	,
(iv)	Shared power to dispose or to direct the disposition of	1,686,145	.

Number of shares as to which Newland Master Fund, Ltd. has:
	(i)	Sole power to vote or to direct the vote	0	,
	(ii)	Shared power to vote or to direct the vote	1,686,145	,
	(iii)	Sole power to dispose or to direct the disposition of	0	,
	(iv)	Shared power to dispose or to direct the disposition of	1,686,145	.

Number of shares as to which Newland Offshore Fund, Ltd. has:
	(i)	Sole power to vote or to direct the vote	0	,
	(ii)	Shared power to vote or to direct the vote	1,438,282	,
	(iii)	Sole power to dispose or to direct the disposition of	0	,
	(iv)	Shared power to dispose or to direct the disposition of	1,438,282	.

Number of shares as to which Ken Brodkowitz has:

(i)	Sole power to vote or to direct the vote	0	,
(ii)	Shared power to vote or to direct the vote	1,686,145	,
(iii)	Sole power to dispose or to direct the disposition of	0	,
(iv)	Shared power to dispose or to direct the disposition of	1,686,145	.

Number of shares as to which Michael Vermut has:

(i)	Sole power to vote or to direct the vote	0	,
(ii)	Shared power to vote or to direct the vote	1,686,145	,
(iii)	Sole power to dispose or to direct the disposition of	0	,
(iv)	Shared power to dispose or to direct the disposition of	1,686,145	.

Instruction: For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1)..

Item 5.

Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_].

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
	N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

	If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
	N/A

Item 8.

Identification and Classification of Members of the Group.

	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
	N/A

Item 9.

Notice of Dissolution of Group.

	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
	N/A

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	February 16, 2010
	Date

	NEWLAND CAPITAL MANAGEMENT, LLC*

	By: /s/ Ken Brodkowitz
	Name: Ken Brodkowitz
	Title: Managing Member

	NEWLAND MASTER FUND, LTD.*

	By: /s/ Ken Brodkowitz
	Name: Ken Brodkowitz
	Title: Director

	NEWLAND OFFSHORE FUND, LTD.*

	By: /s/ Ken Brodkowitz
	Name: Ken Brodkowitz
	Title: Director

	KEN BRODKOWITZ*

	/s/ Ken Brodkowitz

	MICHAEL VERMUT*

	/s/ Michael Vermut

*The Reporting Persons disclaim beneficial ownership over the securities reported herein except to the extent of the Reporting Persons' pecuniary interest therein.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit A

AGREEMENT

The undersigned agree that this Schedule 13G/A dated February 16, 2010 relating to the Common Shares, no par value, of Quality Distribution, Inc. shall be filed on behalf of the undersigned.

	NEWLAND CAPITAL MANAGEMENT, LLC

	By: /s/ Ken Brodkowitz
	Name: Ken Brodkowitz
	Title: Managing Member

	NEWLAND MASTER FUND, LTD.

	By: /s/ Ken Brodkowitz
	Name: Ken Brodkowitz
	Title: Director

	NEWLAND OFFSHORE FUND, LTD.

	By: /s/ Ken Brodkowitz
	Name: Ken Brodkowitz
	Title: Director

	KEN BRODKOWITZ

	/s/ Ken Brodkowitz

	MICHAEL VERMUT

	/s/ Michael Vermut

SK 25958 0002 1068452