Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Ernst Melissa M
 2. Date of Event Requiring Statement (Month/Day/Year)
08/05/2014		 3. Issuer Name and Ticker or Trading Symbol
QUALITY DISTRIBUTION INC [QLTY]
(Last)
(First)
(Middle)
4041 PARK OAKS BOULEVARD, SUITE 200		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior VP - HR and Driver Serv
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

TAMPA, FL 33610		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 26,904
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (1) 01/03/2016 Common Stock 15,000 $ 7.94 D  
Employee Stock Option (right to buy)   (2) 01/02/2018 Common Stock 1,334 $ 4.5 D  
Employee Stock Option (right to buy)   (3) 01/29/2019 Common Stock 7,500 $ 2.47 D  
Employee Stock Option (right to buy)   (4) 03/11/2019 Common Stock 5,720 $ 1.25 D  
Employee Stock Option (right to buy)   (5) 11/04/2019 Common Stock 5,625 $ 3.82 D  
Employee Stock Option (right to buy)   (6) 01/21/2021 Common Stock 10,000 $ 9.66 D  
Employee Stock Option (right to buy)   (7) 02/13/2022 Common Stock 3,150 $ 12.82 D  
Employee Stock Option (right to buy)   (8) 01/02/2023 Common Stock 7,000 $ 6.48 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ernst Melissa M
4041 PARK OAKS BOULEVARD
SUITE 200
TAMPA, FL 33610		       Senior VP - HR and Driver Serv  

Signatures

/s/ John T. Wilson, attorney-in-fact 08/14/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The options vested on anniversaries of the grant date through January 3, 2010.
(2) The options vested on anniversaries of the grant date through January 2, 2012.
(3) The options vested on anniversaries of the grant date through January 29, 2013.
(4) The options vested on anniversaries of the grant date through March 11, 2013.
(5) The options vested on anniversaries of the grant date through November 4, 2013.
(6) The options vest ratably over 4 years on each anniversary of the grant date. The first three installments vested on January 21, 2012, 2013 and 2014 and the remaining options vest on January 21, 2015.
(7) The options vest ratably over 4 years on each anniversary of the grant date. The first two installments vested on February 13, 2013 and 2014 and the remaining options vest in two equal installments on February 13, 2015 and 2016.
(8) The options vest ratably over 4 years on each anniversary of the grant date. The first installment vested on January 2, 2014 and the remaining options vest in three equal installments on January 2, 2015, 2016 and 2017.
 
Remarks:
Exhibit List:

Exhibit 24 - Power of Attorney

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