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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                  SCHEDULE 14A

          Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
     (AS PERMITTED BY RULE 14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

                           KNIGHT TRANSPORTATION, INC.
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                (Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1)   Title of each class of securities to which transaction applies:

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2)   Aggregate number of securities to which transaction applies:

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3)   Per unit price or other underlying value of transaction  computed  pursuant
     to Exchange  Act Rule 0-11 (set forth the amount on which the filing fee is
     calculated and state how it was determined):

--------------------------------------------------------------------------------
4)   Proposed maximum aggregate value of transaction:

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5)   Total fee paid:

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[ ]  Fee paid previously with preliminary materials:

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

    1)   Amount Previously Paid:
                                ------------------------------------------
    2)   Form, Schedule or Registration Statement No.:
                                                      --------------------
    3)   Filing Party:
                      ----------------------------------------------------
    4)   Date Filed:
                    ------------------------------------------------------

                           NOTICE AND PROXY STATEMENT

                                       FOR

                                  MAY 21, 2003

                         ANNUAL MEETING OF SHAREHOLDERS

                                       OF

                           KNIGHT TRANSPORTATION, INC.










                                  APRIL 7, 2003

                           NOTICE AND PROXY STATEMENT
                                       FOR
                                  MAY 21, 2003
                         ANNUAL MEETING OF SHAREHOLDERS
                                       OF
                           KNIGHT TRANSPORTATION, INC.

TO OUR SHAREHOLDERS:

     You are cordially invited to attend the 2003 Annual Meeting of Shareholders
(the "Annual Meeting") of KNIGHT TRANSPORTATION, INC. (the "Company") to be held
at 10:00 A.M., Phoenix time, on May 21, 2003, at the Arizona Biltmore, 2400 East
Missouri, Phoenix, Arizona 85016. The purpose of the Annual Meeting is to:

     1.   Elect three (3) Class II  Directors,  each director to serve a term of
          three years;

     2.   Approve the adoption of a new Stock Option Plan (the "2003 Plan");

     3.   Approve  and  ratify the  selection  of KPMG LLP,  as our  independent
          public accountants for 2003; and

     4.   Transact  such other  business as may properly  come before the Annual
          Meeting.

     The Board of  Directors  has fixed the close of business on March 24, 2003,
as the Record  Date for  determining  those  shareholders  who are  entitled  to
receive  notice of and vote at the  Annual  Meeting or any  adjournment  of that
meeting.  Shares of Knight Common Stock can be voted at the Annual  Meeting only
if the holder is present at the Annual  Meeting in person or by valid  proxy.  A
copy of the Company's 2002 Annual Report to Shareholders, which includes audited
consolidated financial statements, is enclosed.

     YOUR  VOTE IS  IMPORTANT.  TO  ENSURE  YOUR  REPRESENTATION  AT THE  ANNUAL
MEETING,  YOU ARE REQUESTED TO PROMPTLY DATE,  SIGN AND RETURN THE  ACCOMPANYING
PROXY IN THE ENCLOSED ENVELOPE.


                                        By Order of the Board of Directors,


                                        Timothy M. Kohl,
                                        Secretary
Phoenix, Arizona
April 7, 2003

                           KNIGHT TRANSPORTATION, INC.


                                 PROXY STATEMENT
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

PROXY STATEMENT................................................................1
  Right to Attend Annual Meeting; Revocation of Proxy..........................1
  Costs of Solicitation........................................................1
  Voting Securities Outstanding................................................1
  Annual Report................................................................2
  Required Majority, Cumulative Voting.........................................2
  How To Read This Proxy Statement.............................................2

PROPOSALS FOR SHAREHOLDER CONSIDERATION........................................3
  ITEM NO. 1. ELECTION OF DIRECTORS............................................3
  Information Concerning Directors and Nominees................................3
  Biographical Information Concerning Directors and Executive
    Officers of the Company....................................................4
  ITEM NO. 2. PROPOSAL TO APPROVE THE 2003 STOCK OPTION PLAN...................6
  ITEM NO. 3. PROPOSAL TO RATIFY APPOINTMENT OF KPMG LLP,
    AS INDEPENDENT ACCOUNTANTS.................................................9

CORPORATE GOVERNANCE-- MEETINGS AND COMPENSATION OF THE BOARD OF
  DIRECTORS AND ITS COMMITTEES................................................10
  Committees of the Board of Directors........................................11
  Executive Committee.........................................................11
  Audit Committee and Audit Committee Report..................................11
  Report of the Audit Committee of Knight Transportation, Inc.................12
  Compensation Committee......................................................14
  Nominating Committee........................................................14
  Other Committees............................................................14
  Compliance With Section 16(a) of the Securities Exchange Act of 1934........14

EXECUTIVE COMPENSATION........................................................15
  Summary Compensation Table..................................................15
  Employment Agreements.......................................................17
  Stock Option Plan...........................................................17
  401(k) Plan.................................................................17
  Compensation Committee, Compensation Committee Interlocks,
    Report On Executive Compensation..........................................18
  Stock Performance Graph.....................................................20

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT................21

SHAREHOLDER PROPOSALS.........................................................24

OTHER MATTERS.................................................................24

EXHIBITS......................................................................25

                                       -i-

                           KNIGHT TRANSPORTATION, INC.
                             5601 WEST BUCKEYE ROAD
                             PHOENIX, ARIZONA 85043

                                 PROXY STATEMENT

     This Proxy  Statement is furnished in connection  with the  solicitation of
proxies from the shareholders of Knight Transportation,  Inc. to be voted at the
Annual  Meeting of  Shareholders  (the  "Annual  Meeting") to be held on May 21,
2003.  THE ENCLOSED PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY.
If not otherwise  specified,  all proxies received pursuant to this solicitation
will be voted (i) FOR the Director  Nominees named below;  (ii) FOR the approval
of the  Company's  2003 Stock Option Plan (the "2003  Plan");  and (iii) FOR the
selection of KPMG LLP, as our  independent  public  accountants  for 2003 at the
Annual Meeting.

     The Proxy Statement,  proxy card, and our Annual Report was first mailed on
or about April 7, 2003,  to  shareholders  of record at the close of business on
March 24, 2003 (the "Record Date").

     THE  TERMS   "WE,"   "OUR,"   "US"  OR  THE   "COMPANY"   REFER  TO  KNIGHT
TRANSPORTATION, INC. AND ITS SUBSIDIARIES.

RIGHT TO ATTEND ANNUAL MEETING; REVOCATION OF PROXY

     Returning  your proxy now will not interfere  with your right to attend the
Annual Meeting or to vote your shares  personally at the Annual Meeting,  if you
wish to do so.  Shareholders  who execute and return  proxies may revoke them at
any time before they are exercised by giving  written notice to the Secretary of
the Company at our address, by executing a subsequent proxy and presenting it to
the Secretary of the Company,  or by attending the Annual  Meeting and voting in
person.

COSTS OF SOLICITATION

     We will bear the cost of solicitation of proxies, which will be nominal and
will include  reimbursements for the charges and expenses of brokerage firms and
others  for  forwarding  solicitation  material  to  beneficial  owners  of  our
outstanding  Common  Stock.  Proxies  will  be  solicited  by  mail,  and may be
solicited personally by directors,  officers or our regular employees,  who will
not be compensated for their services.

VOTING SECURITIES OUTSTANDING

     As of March 24, 2003,  there were  approximately  37,220,500  shares of our
Common  Stock,  par value  $0.01 per  share  (the  "Common  Stock")  issued  and
outstanding.  Only holders of record of Common Stock at the close of business on
the Record Date are entitled to vote at the Annual Meeting,  either in person or
by valid  proxy.  Ballots  cast at the  Annual  Meeting  will be  counted by the
Inspector of Elections  and the results of all ballots cast will be announced at
the Annual Meeting.

     Except in the election of directors,  shareholders  are entitled to one (1)
vote for each share held of record on each matter of  business to be  considered
at the Annual  Meeting.  In the  election  of  directors,  cumulative  voting is
required by law. SEE "REQUIRED MAJORITY," below. Abstentions will not be counted
in voting on any  proposal.  A broker  non-vote is not  counted for  purposes of
approving  matters to be acted upon at the Annual Meeting.  A "broker  non-vote"
occurs when a nominee holding voting shares for a beneficial owner does not vote
on a particular proposal because the nominee does not have discretionary  voting
power with respect to the item and has not received voting instructions from the
beneficial owner.

ANNUAL REPORT

     The  information  included  in this Proxy  Statement  should be reviewed in
conjunction with the Consolidated  Financial  Statements,  Notes to Consolidated
Financial   Statements,   Independent  Public   Accountants'  Report  and  other
information  included in our 2002 Annual Report to Shareholders  that was mailed
on or about April 7, 2003, together with this Notice of Annual Meeting and Proxy
Statement, to all shareholders of record as of the Record Date.

REQUIRED MAJORITY; CUMULATIVE VOTING

     Under the Constitution of the State of Arizona, each holder of Common Stock
has cumulative  voting rights in electing  directors of an Arizona  corporation.
Under cumulative  voting,  each shareholder,  when electing  directors,  has the
right to cast as many votes in the aggregate as he has voting shares  multiplied
by the number of directors to be elected.  For example, if a shareholder has 100
shares and three  directors  are to be  elected,  the  shareholder  may cast 300
votes. Each shareholder may cast the whole number of votes,  either in person or
by proxy,  for one candidate or may distribute such votes among the nominees for
director as the  shareholder  determines.  The nominees for director who receive
the most votes will be elected.  Under the cumulative  voting rights provided by
the  Constitution  of the State of Arizona,  each  shareholder,  when electing a
class of  directors,  has the right to cast as many votes in the aggregate as he
has voting  shares  multiplied  by the number of directors to be elected in that
class of  directors.  For example,  this year three (3) Class II directors  will
stand for election.  If a shareholder  has 100 shares,  the shareholder may cast
300 votes and may vote all of those  shares  for a single  director  nominee  or
distribute   those  votes  among  the  director   nominees  as  the  shareholder
determines. Other matters submitted to shareholders for consideration and action
at the Annual Meeting must be approved by a simple majority vote of those shares
present in person or by proxy.

HOW TO READ THIS PROXY STATEMENT

     Set forth below are all the proposals to be considered by  shareholders  at
our Annual  Meeting of  Shareholders  to be held on May 21, 2003.  Following the
description of each proposal is important  information  about our management and
our Board of Directors; executive compensation; transactions between the Company
and our officers,  directors and  affiliates;  our stock owned by management and
other large shareholders;  and how shareholders may make proposals at the Annual
Meeting.  EACH SHAREHOLDER  SHOULD READ THIS INFORMATION  BEFORE  COMPLETING AND
RETURNING THE ENCLOSED PROXY CARD.

                                       -2-

                     PROPOSALS FOR SHAREHOLDER CONSIDERATION

                        ITEM NO. 1. ELECTION OF DIRECTORS

     The Board of  Directors  has  nominated  three (3)  persons to serve on the
Board  commencing  with the 2003 Annual  Meeting.  Pursuant  to our  Articles of
Incorporation, beginning with the first annual meeting of shareholders following
the first election of Class I, Class II and Class III directors,  and continuing
at each annual meeting of shareholders  thereafter,  each director  elected in a
class  shall be elected to serve for a term ending  with the  conclusion  of the
third annual meeting of shareholders after the date of such director's election.
At our 2001 Annual Meeting of  Shareholders,  nine (9) directors were elected to
serve on our Board in three (3)  classes of three (3)  directors  each.  Class I
directors were elected for a one year term;  Class II directors were elected for
a two year term;  and Class III directors were elected for a three year term. At
our 2002 Annual  Meeting of  Shareholders,  three Class I directors were elected
for a three year term.  Class II directors  stand for  reelection at this year's
Annual Meeting to serve a term of three years.  Cumulative  voting will apply in
the election of directors.  INFORMATION  CONCERNING THE COMPENSATION OF OFFICERS
AND DIRECTORS,  THEIR STOCK OWNERSHIP IN THE COMPANY,  AND TRANSACTIONS  BETWEEN
OFFICERS, DIRECTORS AND 10% OR GREATER SHAREHOLDERS IS SET FORTH BELOW.

                              NOMINEES FOR DIRECTOR

                               CLASS II DIRECTORS
                                (THREE-YEAR TERM)

                                   Gary Knight

                                   G.D. Madden

                                   Matt Salmon

     Each nominee to the Board of  Directors  has  consented  to serve.  Messrs.
Kevin P.  Knight,  Gary J.  Knight,  Keith  T.  Knight  and  Randy  Knight,  who
collectively  have  voting  power  over  approximately  34%  of our  issued  and
outstanding  shares of Common  Stock,  have  indicated  that they intend to vote
their shares for the election of all director nominees.

INFORMATION CONCERNING DIRECTORS AND NOMINEES

     Information  concerning  the names,  ages,  positions,  terms and  business
experience  of our current  directors  and  nominees  for  director is set forth
below.

            NAME              AGE   COMPANY POSITION AND OFFICES HELD
            ----              ---   ---------------------------------
     Donald A. Bliss(1)(4)     70   Director
     Timothy M. Kohl           55   Chief Financial Officer, Secretary, Director
     Gary J. Knight(2)(4)      51   President, Director
     Keith T. Knight(2)        48   Executive Vice President, Director
     Kevin P. Knight (2)(4)    46   Chairman of the Board, Chief Executive
                                      Officer, Director
     Randy Knight(2)(5)        54   Director
     G.D. Madden (1)(3)        63   Director
     Matt Salmon(1)            45   Director
     Mark Scudder (3)(4)(5)    40   Director

                                       -3-

Our executive officers serve at the will of the Board of Directors.

(1)  Member of the Audit Committee.
(2)  Randy  Knight and Gary J. Knight are  brothers  and are cousins of Kevin P.
     Knight and Keith T. Knight, who are also brothers.
(3)  Member of the Compensation Committee.
(4)  Member of the Executive Committee.
(5)  Member of the Nominating Committee.

                BIOGRAPHICAL INFORMATION CONCERNING DIRECTORS AND
                        EXECUTIVE OFFICERS OF THE COMPANY

     DONALD A. BLISS has  served as a director  of the  Company  since  February
1995.  Until December  1994,  Mr. Bliss was Vice  President and Chief  Executive
Officer of U.S. West  Communications,  a U.S.  West company.  Mr. Bliss has also
been a Director of Bank of America Arizona since 1988 and was a Director of U.S.
West  Communications  from  1987 to  1994.  Mr.  Bliss  has been a  Director  of
Continental  General  since 1990 and a Director  of  Western-Southern  Insurance
Company since April 1, 1998.  Mr. Bliss is currently the Chairman of the Western
Region Advisory Board of AON Risk Services of Arizona, Inc.

     TIMOTHY M. KOHL  joined us in 1996.  Mr.  Kohl was  elected to our Board of
Directors in May 2001.  Mr. Kohl has served as our Chief  Financial  Officer and
Secretary since October 16, 2000. Mr. Kohl served as our Vice President of Human
Resources from January,  1996 through May, 1999. From May, 1999 through October,
2000,  Mr. Kohl served as Vice President of our Southeast  Region.  Prior to his
employment  with us, Mr. Kohl was employed by Burlington  Motor Carriers as Vice
President of Human  Resources.  Prior to his employment  with  Burlington  Motor
Carriers, Mr. Kohl served as Vice President of Human Resources for JB Hunt.

     GARY J.  KNIGHT has served as our  President  since  1993,  and has been an
officer and director of the Company since 1990. From 1975 until 1990, Mr. Knight
was employed by Swift  Transportation Co., Inc. ("Swift"),  a long haul trucking
company, where he was an Executive Vice President.

     KEITH T. KNIGHT has served as our Executive Vice President  since 1993, and
has been an officer  and  director of the  Company  since 1990.  From 1977 until
1990,  Mr.  Knight was  employed  by Swift,  where he was a Vice  President  and
Manager of Swift's Los Angeles terminal.

     KEVIN P. KNIGHT has served as our Chairman of the Board since May 1999, has
served as our Chief  Executive  Officer since 1993,  and has been an officer and
director  of the Company  since  1990.  From 1975 to 1984 and again from 1986 to
1990, Mr. Knight was employed by Swift, where he was an Executive Vice President
and President of Cooper Motor Lines, Inc., a Swift subsidiary.

     RANDY KNIGHT has been a director of the Company since its inception in 1989
and is presently a consultant to the Company. Mr. Knight served as an officer of
the Company from 1989 until July 31, 1999, when he resigned as an officer of the
Company. Mr. Knight served as Chairman of the Board from 1993 to July 1999. From
1985 to the  present,  Mr.  Knight  has owned a 50%  interest  in and  served as
Chairman  of  Total  Warehousing,  Inc.  ("Total  Warehousing"),   a  commercial
warehousing and local transportation  business located in Phoenix,  Arizona. Mr.
Knight was employed by Swift or related  companies  from 1969 to 1985,  where he
was a Vice President and shareholder.

     G.D.  MADDEN has served as a director of the Company  since  January  1997.
Since 1996, Mr. Madden has been President of Madden Partners,  a consulting firm
he founded, which specializes in transportation technology and strategic issues.
Prior to founding Madden Partners,  he was President and Chief Executive Officer
of  Innovative  Computing  Corporation,  a subsidiary of  Westinghouse  Electric

                                       -4-

Corporation.  Mr. Madden  founded  Innovative  Computing  Corporation  (ICC),  a
privately  held  company,  which  grew  to be  the  largest  supplier  of  fully
integrated management  information systems to the trucking industry.  Mr. Madden
sold ICC to  Westinghouse  in 1990 and  continued to serve as its  President and
Chief Executive Officer until 1996.

     MATT  SALMON  was  elected  to our  Board in May  2001.  Mr.  Salmon is the
Executive Vice President of APCO Worldwide, a Washington,  D.C. based consulting
firm  specializing  in worldwide  strategic  communications  and public  affairs
matters  with 25 offices  around the globe,  including  Europe and China.  As an
executive of APCO, Mr. Salmon provides clients with strategic communications and
governmental affairs advice. Since 2002, Mr. Salmon has also provided consulting
services for Upstream Consulting,  a governmental  affairs consultant.  Prior to
joining  APCO and  Upstream  Consulting,  Mr.  Salmon was a member of the United
States House of  Representatives  from Arizona from 1994 through 1999.  Prior to
that time,  he served four years in the Arizona State Senate and for 13 years as
a telecommunications executive with U.S. West Communications.  While a member of
the  United  States  House  of   Representatives,   Mr.  Salmon  served  on  the
International  Relations Committee and as Chairperson and Founding Member of the
House Renewable Energy Caucus.

     MARK SCUDDER has served as a director of the Company since  November  1999.
Mr.  Scudder is a principal  of Scudder Law Firm,  P.C.,  L.L.O.  ("Scudder  Law
Firm"),  in Lincoln,  Nebraska and has been involved in the private  practice of
law since 1988.  Mr.  Scudder is a member of the board of  directors of Covenant
Transport, Inc., a publicly held long-haul trucking company.

     THE BOARD OF  DIRECTORS  UNANIMOUSLY  RECOMMENDS A VOTE FOR THE ELECTION OF
THE BOARD OF DIRECTOR NOMINEES.

                                       -5-

           ITEM NO. 2. PROPOSAL TO APPROVE THE 2003 STOCK OPTION PLAN

     We have  maintained  a Stock  Option  Plan  since  1994 to  enable  certain
officers,  directors and key and critical line employees,  including drivers and
other  employees,  to participate  in the ownership of the Company.  The current
stock option plan in effect is the 1998  Amended and Restated  Stock Option Plan
(the "1998  Plan").  As of March 1,  2003,  a total of  3,675,000  shares of our
Common Stock were  reserved  for stock grants under the 1998 Plan,  after giving
effect to the Company's three for two stock splits and the 2002 amendment to the
1998 Plan increasing the number of shares reserved for issuance.  On February 6,
2003, the Board of Directors voted to terminate  further option grants under the
1998 Plan,  effective as of May 31, 2003, subject to our shareholders  approving
the 2003 Stock Option Plan (the "2003 Plan")  described  below.  The term "stock
grant,"  as used in this  Proxy  Statement,  refers to a grant of  either  stock
options or restricted stock.

     At the Annual Meeting,  shareholders will be asked to approve the 2003 Plan
that will commence  June 1, 2003. If the 2003 Plan is approved by  shareholders,
1,000,000 shares will be reserved for issuance under the 2003 Plan and 1,793,008
shares  will  continue  to be  reserved  under the 1998  Plan for  stock  grants
previously made under that Plan, for a total of 2,793,008  shares  available for
stock  grants  under both plans,  or 7.5% of our issued and  outstanding  Common
Stock,  as of March 24,  2003.  If  shareholders  approve the 2003 Plan,  option
grants  issued under the 1998 Plan will  continue in effect and may be exercised
on the terms and  conditions  under which the grants  were made,  but no further
stock  grants will be made under the 1998 Plan.  If the 2003 Plan is approved by
shareholders, any new stock grants will be made only under the 2003 Plan.

     The Common Stock reserved for issuance under the 2003 Plan has an aggregate
market  value of  $21,700,000,  based on the price of our Common Stock of $21.70
per share as of March 24,  2003.  Common Stock  reserved for options  issued and
outstanding  under the 1998 Plan, as of March 24, 2003, had an aggregate  marked
value of $38,908,274,  based on our Common Stock price of $21.70 per share as of
March 24, 2003.

     A copy of the 2003 Plan is set forth in EXHIBIT 1 to this Proxy  Statement.
The 2003 Plan is substantially  the same as the 1998 Plan, except that it allows
additional  stock option grants to be made to directors,  in accordance with our
revised director's  compensation plan. SEE "CORPORATE  GOVERNANCE - MEETINGS AND
COMPENSATION  OF  THE  BOARD  OF  DIRECTORS  AND  ITS  COMMITTEES  -  DIRECTOR'S
COMPENSATION,"  below,  for a  description  of our  compensation  plan  for  our
Independent Directors.

     The  2003  Plan is  broad-based  and is  designed  to  attract  and  retain
directors,  officers, and key employees and critical line employees,  to provide
them long-term  incentives if our Company  continues to grow, and to align their
interests with the interests of our shareholders.  The 2003 Plan is administered
by the  Compensation  Committee  of our Board of  Directors  (the  "Compensation
Committee").  The 2003 Plan allows the Compensation Committee to grant incentive
stock options  ("ISOs"),  nonqualified  stock options  ("NSOs"),  and restricted
stock to our employees as a form of incentive compensation. Although Kevin, Gary
and Keith  Knight are eligible to receive  stock grants under the 2003 Plan,  in
the past we have not issued stock grants to these individuals,  due primarily to
their large Common Stock holdings,  and we do not currently anticipate that they
will receive stock grants under the 2003 Plan.

     The 2003 Plan  reserves  50,000 shares of Common Stock for option grants to
directors out of the total of 1,000,000  shares  reserved for issuance under the
2003 Plan. The 2003 Plan, like the 1998 Plan,  authorizes an automatic NSO grant
for 2,500 shares to a newly appointed or elected  director.  In addition,  after
December 31, 2002,  an  Independent  Director will receive an NSO for 500 shares
for each year of  service  as a  director.  The  option  grant of 500  shares to
directors is to be made as of June 1 of each year,  beginning  June 1, 2003, for
persons who are serving as directors on that date.  The 2003 Plan also  provides
that  individuals who, as of December 31, 2002, have served as directors for the
last  three  years will also  receive a  "catch-up"  NSO for 1,000  shares to be

                                       -6-

issued on June 1, 2003,  with an  exercise  price  equal to the then fair market
price of our Common  Stock.  If a director  terminates  service  within one year
after the date of the grant,  his option or any shares  obtained  through option
exercises will be forfeited.

     Under the 2003  Plan,  Independent  Directors  may also elect to have their
director's fees paid in stock of the Company.  (This option is currently allowed
by the  Company.)  If  they do so,  the  Company  will  issue  to  each  elected
Independent  Director on February 15 and August 15 of each  calendar  year,  the
number  of  shares  equal to the  director's  fees  earned  as of the  preceding
December  31, and June 30,  respectively,  based on the fair market value of the
Common Stock as of the last trading day preceding such February 15 or August 15.

     All stock  grants made under the 2003 Plan will be  evidenced  by a written
agreement  between the Company and the participant.  ISOs granted under the Plan
are issued at the fair  market  value of a share of Common  Stock on the date of
grant. Under the 2003 Plan, NSOs,  restricted stock grants and options issued to
directors  are issued at fair  market  value as of the date of grant.  Directors
receive an NSO for 2,500 shares of our Common Stock at an exercise  price of 85%
of fair  market  value of our  Common  Stock on the date of the grant upon their
election to our Board. SEE "EXECUTIVE  COMPENSATION - STOCK OPTION PLAN," below.
Common  Stock  reserved  for stock  grants made under the Plan is  automatically
increased  upon  the  occurrence  of  any  stock  split,  reverse  stock  split,
subdivision,  stock dividend,  reorganization or  reclassification of our stock,
without  further  action  by the  Company.  Participants  exercise  no rights as
shareholders  of the Company with  respect to shares  subject to any stock grant
until a stock  certificate is issued  following the exercise of a grant.  If not
earlier terminated, the 2003 Plan will expire on February 5, 2013.

     The Compensation Committee has the right, subject to 2003 Plan limitations,
to designate  the terms and  conditions  of any stock grant  including,  without
limitation, any vesting schedule and exercise rights. Under the 2003 Plan, stock
grants  generally  terminate  upon an employee's  termination  of employment for
reasons  other than death,  disability  or early or normal  retirement.  Options
granted under the 2003 Plan are non-transferable  except pursuant to the laws of
descent and distribution.  Shares reserved for issuance under the 2003 Plan will
be registered  with the  Securities  and Exchange  Commission on Form S-8 at the
time the 2003 Plan becomes effective.

     We have reserved the right to terminate,  suspend,  discontinue,  modify or
amend the 2003  Plan in any  respect,  at any  time,  except  that  without  the
approval of our shareholders,  no revision or amendment may change the number of
shares  of Common  Stock  subject  to the 2003  Plan  (other  than  through  the
automatic stock adjustments  provided by the 2003 Plan),  change the designation
of the class of employees  eligible to receive stock grants,  decrease the price
at which stock grants may be issued,  or remove the  administration  of the Plan
from the Compensation  Committee.  Notwithstanding this limitation,  we will not
terminate the 2003 Plan with regard to any outstanding stock grant unless notice
of termination is given to the  participant  and the participant is permitted at
least 15 days to exercise any issued and  outstanding  stock grant,  but only if
such stock grant is then exercisable.

     The tax  consequences  to the Company of options granted as an ISO, NSO, or
restricted stock grant vary. If the Company issues an ISO, the Company will have
no  compensation  deduction  on the date the option is  granted.  If an employee
exercises  an ISO and holds the stock  until the later of (i) two years from the
date the ISO is  granted  or (ii) one  year  from the date in which  the ISO was
exercised,  the employee will recognize as capital gain the  difference  between
the amount received in any disposition over the employee's basis (the amount the
employee  paid for the  stock) and the  Company  will  receive  no  compensation
deduction. If an employee disposes of ISO stock before the ISO holding period is
met, the disposition is a  "disqualifying  disposition" and we are entitled to a
compensatory  deduction equal to the amount the employee  recognizes as ordinary
income in the year the disqualifying  disposition occurs. Generally, this is the
difference  between the exercise  price for the stock and the value of the stock

                                       -7-

on the date the  disqualifying  disposition  occurs.  Amounts  recognized on the
disqualifying  disposition  of an ISO are not "wages"  for  purposes of FICA and
FUTA.

     If an option is granted as an NSO, we have no  deduction  for  compensation
expense at the time the option is granted,  and the employee  will  recognize no
income.  If the  employee  subsequently  exercises  the option,  the  difference
between the option  price and the fair market  value of the option  stock at the
time of  exercise  is taxable as ordinary  income to the  employee,  and is also
treated as wages.  We will have a compensation  deduction equal to the amount of
gain the employee  recognizes at the time. Any gain recognized by an employee on
the exercise of an NSO is also subject to FICA and FUTA withholding tax.

     If we make a  restricted  stock  grant to any  employee,  as the 2003  Plan
allows  us to  do,  we  will  receive  no  deduction  until  such  time  as  the
restrictions  on the stock lapse,  unless the employee elects to treat the grant
as  ordinary  income at the time the grant is made;  in that  event the  Company
would have a compensatory  deduction in the same amount.  At that time, we would
have a deduction for compensation  expense equal to the fair market value of the
stock,  less any  amounts the  employee  is required to pay for the stock.  If a
restricted stock grant is made to an employee without restrictions, we will have
a deduction  for  compensation  paid equal to the fair market value of the stock
awarded, less any payment the employee makes.

     The  Board of  Directors  believes  that the  2003  Plan is an  appropriate
vehicle  for  recognizing  employee  performance  and  providing  incentives  to
employees for continued performance and that the 1998 Plan has been effective in
aligning the interests of our employees with our shareholders.

     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS APPROVE THE
2003 PLAN.

                                       -8-

             ITEM NO. 3. PROPOSAL TO RATIFY APPOINTMENT OF KPMG LLP
                        AS INDEPENDENT PUBLIC ACCOUNTANTS

     KPMG  LLP,  independent  public  accountants  ("KPMG"),  was our  principal
independent accounting firm during the fiscal year ended December 31, 2002. KPMG
has served as our independent  public accountants since April 2002. The Board of
Directors has appointed KPMG as our principal  independent  accounting  firm for
the 2003 fiscal year. A representative  of KPMG is expected to be present at the
annual meeting with an  opportunity  to make a statement if such  representative
desires to do so, and is expected to respond to appropriate questions.

     As previously reported in our Report on Form 8-K filed on May 3, 2002, with
the Securities and Exchange Commission, on April 29, 2002, we elected to replace
our independent  auditors,  Arthur Andersen LLP ("Arthur Andersen") with KPMG as
our new independent auditors, effective immediately. These actions were approved
by our Board of Directors upon the  recommendation of our Audit Committee.  KPMG
audited the consolidated financial statements of the Company for the year ending
December 31, 2002.

     The reports  issued by Arthur  Andersen in  connection  with our  financial
statements  for the fiscal years ended December 31, 2001, and December 31, 2000,
respectively,  did not contain an adverse opinion or disclaimer of opinion,  nor
were these  reports  qualified or modified as to  uncertainty,  audit scope,  or
accounting principles.

     During the two fiscal years ended December 31, 2001, and December 31, 2000,
and the  subsequent  interim  periods  through  the  date of  Arthur  Andersen's
dismissal,  there was no disagreement between us and Arthur Andersen, as defined
in Item 304 of  Regulation  S-K,  on any  matter  of  accounting  principles  or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements,  if not resolved to the  satisfaction of Arthur  Andersen,  would
have caused  Arthur  Andersen  to make  reference  to the subject  matter of the
disagreements in connection with its reports,  and there occurred no "reportable
events" as defined in Item 304(a)(1)(v) of Regulation S-K.

     During the two fiscal years ended  December 31, 2001 and 2000,  through the
date of  Arthur  Andersen's  dismissal,  neither  us nor  anyone  on our  behalf
consulted  with KPMG  regarding  any of the  matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.

     We have provided Arthur  Andersen with a copy of the foregoing  statements.
Attached to our Form 10-K for the year ended December 31, 2002, as Exhibit 16 is
a copy of Arthur  Andersen's  letter to the Securities  and Exchange  Commission
dated May 3, 2002, stating its agreement with the foregoing statements.

     THE  BOARD  OF  DIRECTORS  RECOMMENDS  A VOTE FOR THE  RATIFICATION  OF THE
APPOINTMENT OF KPMG.

                                       -9-

                       FISCAL YEAR 2002 AUDIT FEE SUMMARY

     During fiscal year 2002, KPMG provided services in the following categories
to us and was paid the following amounts:

     Audit Fees                                                    $104,009

     Financial Information System Design and Implementation        $      0

     All Other Fees                                                $331,316

     The services  provided  under the caption  "All Other Fees" were  primarily
tax-related.

     The Audit  Committee  has  considered  whether the  provision  of non-audit
services  by KPMG,  as our  principal  independent  auditor  for the fiscal year
ending December 31, 2002, is compatible with maintaining auditor independence.

                             CORPORATE GOVERNANCE --

     MEETINGS AND COMPENSATION OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

BOARD OF DIRECTORS.  Our business is managed by our Board of  Directors.  During
the year ended December 31, 2002, our Board of Directors met on five  occasions.
Each of the directors other than Mr. Salmon attended 75% or more of the meetings
of the Board of Directors and the meetings held by all of the  committees of the
Board on which he served. Mr. Salmon attended 60% of all meetings.

DIRECTORS' COMPENSATION.  Directors who are not 10% shareholders or employees of
the Company  ("Independent  Directors")  receive annual  compensation of $5,000,
plus a fee of $500 for attendance at each meeting of the Board of Directors, and
a fee of $250 for Board committee meetings.  We also reimburse directors for the
expense incurred in attending a meeting.

     For all  calendar  years after  December 31, 2002,  we have  increased  the
compensation paid to our Independent  Directors as follows:  (i) compensation of
$6,000 per year for Independent Directors,  plus a fee of $550 for attendance at
each meeting of the Board of  Directors,  and a fee of $350 for Audit  Committee
Meetings and $300 for Compensation  Committee Meetings.  In addition,  for 2003,
the Audit Committee  Chairman will receive an annual fee of $1,500,  in addition
to other director fees, and the Compensation  Committee Chairman will receive an
annual fee of $500, in addition to other director fees.

     If  shareholders  approve the 2003 Plan, for years after December 31, 2002,
Independent  Directors will also receive each calendar year,  beginning in 2003,
in addition to their director's and committee fees, (i) a stock option grant for
500 shares issued on June 1 of each calendar  year,  beginning  June 1, 2003, at
fair market value,  and (ii) for those  directors who have served at least three
years as of December 31, 2002, a catch-up stock option for 1,000 shares,  issued
at fair market value as of June 1, 2003.

     Independent  Directors  appointed to the Board of Directors also receive an
automatic  NSO grant for that number of shares of Common  Stock  approved by the
Board but not less than 2,500 nor more than 5,000 shares. To date, all directors
have  received an option  grant of 2,500  shares of our Common  Stock upon their
election to our Board.  The exercise price of this NSO is 85% of the fair market
value of our  stock as of the date of grant.  The  option  is  forfeitable  if a
director  resigns  within one year after  election as a  director.  The Board of
Directors has granted each of Donald A. Bliss, G.D. Madden, Matt Salmon and Mark

                                      -10-

Scudder,  an NSO for 2,500 shares of our Common Stock upon their election to our
Board of Directors.

     Members of the Board of Directors  also have the option to accept shares of
our Common Stock in lieu of directors fees. If this option is elected,  we issue
Common  Stock on  February  15 and  August 15 of each year in payment of accrued
director's  fees for the preceding six month periods ending June 30 and December
31, respectively,  at the closing market price for such shares as of the trading
day prior to issuance.

COMMITTEES OF THE BOARD OF DIRECTORS

     The  Board  of  Directors  has  established  four  committees,   which  are
authorized  to act on  behalf  of the  Board in their  respective  spheres:  the
Executive  Committee,  the Audit Committee,  the Compensation  Committee and the
Nominating  Committee.  The Nominating  Committee was established on February 6,
2003,   to  nominate   directors   for   elections   beginning   in  2004.   The
responsibilities of each committee are described below.

                               EXECUTIVE COMMITTEE

     The Executive Committee of the Board was established  November 7, 2000. The
Executive  Committee  is  authorized  to act on behalf of the Board of Directors
when the Board of  Directors  is not in session.  The  members of the  Executive
Committee  are  Kevin P.  Knight,  Gary J.  Knight,  Donald A.  Bliss,  and Mark
Scudder. The Executive Committee did not meet in 2002.

                   AUDIT COMMITTEE AND AUDIT COMMITTEE REPORT

     The Audit  Committee for 2002 was composed of Donald A. Bliss,  G.D. Madden
and Matt Salmon. Mr. Bliss served as Chairman of the Audit Committee.  The Audit
Committee is comprised of directors who meet the NASDAQ and  Sarbanes-Oxley  Act
of 2002  Standards  for  independence.  The Audit  Committee  met five (5) times
during  2002.  Each member of the Audit  Committee  attended at least 75% of the
Audit  Committee  meetings  during 2002.  Since 1994,  the Audit  Committee  has
operated pursuant to a written charter  detailing its duties. In October,  2002,
the Audit  Committee  amended and  restated  its charter to comply with  certain
requirements of the  Sarbanes-Oxley  Act of 2002. The Audit Committee's  Amended
and Restated Charter is set forth in EXHIBIT 2, below. In performing its duties,
the  Audit  Committee,   as  required  by  applicable  Securities  and  Exchange
Commission  rules,  issues a report  recommending to the Board of Directors that
our audited financial  statements be included in our Annual Report on Form 10-K,
and certain other  matters,  including the  independence  of our outside  public
accountants. The REPORT OF THE AUDIT COMMITTEE is set forth below.

     THE AUDIT  COMMITTEE  REPORT  SHALL NOT BE  DEEMED  TO BE  INCORPORATED  BY
REFERENCE  INTO ANY FILING  MADE BY US UNDER THE  SECURITIES  ACT OF 1933 OR THE
SECURITIES EXCHANGE ACT OF 1934, NOTWITHSTANDING ANY GENERAL STATEMENT CONTAINED
IN ANY SUCH FILINGS  INCORPORATING THIS PROXY STATEMENT BY REFERENCE,  EXCEPT TO
THE EXTENT WE INCORPORATE SUCH REPORT BY SPECIFIC REFERENCE.

                                      -11-

                                  REPORT OF THE
                                 AUDIT COMMITTEE
                                       OF
                           KNIGHT TRANSPORTATION, INC.

     The Board of Directors of the Company has appointed an Audit Committee. The
functions  of the Audit  Committee  are  focused  on:  (1) the  adequacy  of the
Company's internal controls and financial  reporting process and the reliability
of the Company's  financial  statements;  (2) the  independence of the Company's
external  auditors;  and (3) the Company's  compliance with legal and regulatory
requirements.

     The Audit  Committee  meets  periodically  with  management  to discuss the
adequacies of the Company's  internal  financial controls and the objectivity of
its financial reporting. The Committee also meets with the Company's independent
auditors.

     For the fiscal year ending  December 31, 2002,  Donald A. Bliss,  Chairman,
G.D. Madden and Matt Salmon comprised the Audit Committee.

     The directors who serve on the Audit  Committee are all  "independent"  for
purposes  of the  Sarbanes-Oxley  Act of 2002 (the  "Act") and the NASDAQ  Stock
Market listing  standards.  That is, none of the members have a relationship  to
the Company that would interfere with his independence  from the Company and its
management.

     The Board of  Directors  has adopted a written  charter  setting  forth the
Audit Committee's functions and responsibilities. The Board of Directors adopted
an Amended and Restated Charter to enhance the Audit  Committee's  functions and
responsibilities  in order to comply with certain  provisions of the Act. A copy
of the Audit Committee's  Amended and Restated Charter may be found in Exhibit 2
to this Proxy Statement.

     The Company retains  independent public accountants who are responsible for
conducting  an  independent  audit of the  Company's  financial  statements,  in
accordance with generally accepted accounting  principles,  and issuing a report
thereon.  In  performing  its duties,  the Audit  Committee  has  discussed  the
Company's  financial  statements with  management and the Company's  independent
auditors  and,  in issuing  this  report,  has  relied  upon the  responses  and
information provided to the Audit Committee by each of them.

     Management  of the  Company  is  primarily  responsible  for the  Company's
financial statements and the overall reporting process, including maintenance of
the Company's system of internal  controls.  The independent  auditors audit the
annual financial statements prepared by management, and express an opinion as to
whether  those  financial  statements  fairly  present the  financial  position,
results  of  operations,  and cash  flows of the  Company  in  conformance  with
generally accepted accounting  principles,  and discuss with the Audit Committee
any issues they believe should be raised.

     For the fiscal year ending December 31, 2002, the Audit Committee:

     (1) Reviewed and discussed the audited financial statements with management
of the Company;

                                      -12-

     (2) Discussed with KPMG LLP, the independent  auditors of the Company,  the
matters  required to be discussed by Statement on  Accounting  Standards  No. 61
(communications with Audit Committees); and

     (3)  Received  the written  disclosures  and the letter from the  Company's
independent  auditors (required by Independence  Standards Board Standard No. 1,
Independence  Discussions  with Audit  Committees)  and has  discussed  with the
Company's  independent  accountants,  the  matters  relating  to  the  auditors'
independence from the Company.

     Based upon the Audit  Committee's  review  and  discussion  of the  matters
above,  the Audit Committee  recommends to the Board of Directors of the Company
that the audited financial statements be included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2002, filed with the Securities and
Exchange Commission.

                          FISCAL 2002 AUDIT COMMITTEE:

                            Donald A. Bliss, Chairman
                               G.D. Madden, Member
                               Matt Salmon, Member

                                February 6, 2003

                                      -13-

                             COMPENSATION COMMITTEE

     The  Compensation  Committee is composed  entirely of directors who are not
officers,  employees  or 10%  shareholders  of  the  Company.  The  Compensation
Committee   reviews   all   aspects   of   executive   compensation   and  makes
recommendations  on such  matters to the Board of  Directors.  The  Compensation
Committee  also reviews and approves stock options  granted by the Company.  The
Compensation  Committee  met  formally  once in  2002 to  issue  its  Report  on
Executive  Compensation.  The  Compensation  Committee,  by written action taken
without a  meeting,  also  approves  stock  option  grants we propose to make to
officers and  employees.  Additional  information  concerning  the  Compensation
Committee,  its members,  Compensation  Committee interlocks,  and its REPORT ON
EXECUTIVE  COMPENSATION and the Performance Graph are set forth under "EXECUTIVE
COMPENSATION," below.

                              NOMINATING COMMITTEE

     By action taken at the February 6, 2003, meeting of the Board of Directors,
the Board established a Nominating Committee to recommend to the Board potential
candidates for election to the Board of Directors for 2004 and  thereafter.  The
members of the Nominating Committee are Randy Knight and Mark Scudder. As of the
date of this  Proxy  Statement,  the  Nominating  Committee  has  not  held  any
meetings.

                                OTHER COMMITTEES

     We do not maintain any other standing committees of the Board of Directors.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and executive officers,  and persons who own more than 10% of a registered class
of our equity  securities,  to file with the Securities and Exchange  Commission
("SEC") and the National  Association of Securities Dealers Automated  Quotation
System ("NASDAQ")  reports of ownership and changes in ownership of Common Stock
and other equity securities of the Company. Officers, directors and greater than
10% beneficial  owners are required by SEC regulations to furnish us with copies
of all Section  16(a) forms they file.  Based solely upon a review of the copies
of such reports  furnished to the Company,  or written  representations  that no
other reports were  required,  we believe that during the 2002 fiscal year,  all
Section  16(a)  filing  requirements  applicable  to  our  directors,  executive
officers and greater than 10% beneficial owners were complied with.  Pursuant to
the  Sarbanes-Oxley  Act of 2002, we will post copies of Section 16(a) forms our
directors  and  executive   officers  file  with  the  SEC  on  our  website  at
www.knighttrans.com.

                                      -14-

                             EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

     The following table sets forth information concerning  compensation for the
fiscal years ended  December 31, 2002,  2001, and 2000 awarded to, earned by, or
paid to our  Chief  Executive  Officer  and our  five  most  highly  compensated
executive officers,  other than the Chief Executive Officer,  whose total annual
salary and bonus  exceeded  $100,000 for the fiscal year ended December 31, 2002
(the "Named Executive Officers").



                          ANNUAL COMPENSATION                                        LONG-TERM COMPENSATION
------------------------------------------------------------------   --------------------------------------------------------
                                                                             AWARDS                       PAYOUTS
                                                                     ----------------------   -------------------------------
                                                                     RESTRICTED
     NAME AND                                       OTHER ANNUAL       STOCK       OPTIONS/     LTIP           ALL OTHER
PRINCIPAL POSITION   YEAR   SALARY($)   BONUS($)   COMPENSATION($)   AWARD(S)($)    SARS(#)   PAYOUTS($)   COMPENSATION($)(1)
------------------   ----   ---------   --------   ---------------   -----------    -------   ----------   ------------------
                                                                                       
Kevin P. Knight,     2002    265,000      0              0                0           0           0              1,785
Chairman, Chief      2001    265,000      0              0                0           0           0              1,725
Executive Officer    2000    260,000      0              0                0           0           0              2,220

Gary J. Knight,      2002    265,000      0              0                0           0           0              2,365
President            2001    265,000      0              0                0           0           0              2,840
                     2000    260,000      0              0                0           0           0              2,840

Keith T. Knight,     2002    265,000      0              0                0           0           0              1,965
Executive Vice       2001    265,000      0              0                0           0           0              1,865
President            2000    260,000      0              0                0           0           0              2,460

Timothy M. Kohl      2002    140,310    25,000           0                0         12,500        0              1,462
Chief Financial      2001    136,067    20,000           0                0         22,500        0              1,130
Officer, Secretary   2000    132,000    15,000           0                0         31,500        0               625


The following table sets forth stock options granted to Named Executive Officers
in 2002:



                  NUMBER OF SECURITIES    PERCENT OF TOTAL     EXERCISE OR
     NAMED         UNDERLYING OPTIONS    OPTIONS GRANTED TO     BASE PRICE   EXPIRATION
   OFFICER(1)          GRANTED (#)         EMPLOYEES IN 2002      ($/SH)        DATE       5% ($)   10% ($)
   ----------          -----------         -----------------      ------        ----       ------   -------
                                                                                 
Timothy M. Kohl          12,500                  4.0              $19.00       6/14/12     38,125   51,250


     Except as set forth above,  no stock  appreciation  rights  (SARs) or other
options were granted  during the 2002 fiscal year to any of the Named  Executive
Officers.

     The following table sets forth the information with respect to the exercise
of stock options during the fiscal year ended December 31, 2002.

(1)  In 2002, 2001 and 2000, compensation included in the category of "All Other
     Compensation"  for each of the Named Executive  Officers  included  Company
     contributions  in the  amount  of  $625,  for  each  year,  to  the  Knight
     Transportation,  Inc. 401(k) Plan. The balance of compensation  included in
     "All Other  Compensation"  represents the annual  economic  benefit derived
     from a $2,000,000 split-dollar life insurance policy maintained for each of
     the Knights,  and a $1,000,000 policy maintained for Mr. Kohl, during 2002,
     which will be reimbursed to the Company upon  termination or payment of the
     policy. In compliance with Section 402 of the  Sarbanes-Oxley  Act of 2002,
     as of July 30, 2002,  the Company no longer makes  premium  payments  under
     these  split-dollar  life  insurance  polices.  To the extent  any  officer
     receives compensation in lieu of such premium payments, the Company reports
     such payments as compensation.

                                      -15-

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                   AND OPTION VALUES AS OF DECEMBER 31, 20021



                                                   NUMBER OF UNEXERCISED           VALUE OF UNEXERCISED
                                                 OPTIONS AT FISCAL YEAR END       IN-THE-MONEY OPTIONS AT
                     SHARES                           12/31/02(#)(2,3)        2001 FISCAL YEAR END ($)(2,3,4)
                  ACQUIRED ON       VALUE       ---------------------------   -------------------------------
      NAME        EXERCISE (#)   REALIZED ($)   EXERCISABLE   UNEXERCISABLE     EXERCISABLE   UNEXERCISABLE
      ----        ------------   ------------   -----------   -------------     -----------   -------------
                                                                               
Timothy M. Kohl      11,437         184,049        9,375         70,999           $130,792       $769,872


----------
(1)  None of the  other  Named  Executive  Officers  (Kevin P.  Knight,  Gary J.
     Knight,  and Keith T. Knight) were granted or exercised any options  during
     fiscal year 2002.

(2)  Any option  exercisable  within 60 days of December 31, 2002, is treated as
     if it were currently exercisable.

(3)  All  options  have  been  adjusted  to  reflect  the  effect of each of our
     three-for-two  stock splits,  effected as stock  dividends on May 18, 1998,
     June 1, 2001 and December 28, 2001.

(4)  Based on a closing  price of $21.00 of our  Common  Stock on  December  31,
     2002.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

         The  following  table  provides  information  as of December  31, 2002,
regarding  our 1998  Stock  Option  Plan  compensation  under  which our  equity
securities are authorized for issuance:

                      EQUITY COMPENSATION PLAN INFORMATION



                                     NUMBER OF                                NUMBER OF SECURITIES
                                  SECURITIES TO BE                          REMAINING AVAILABLE FOR
                                    ISSUED UPON                              FUTURE ISSUANCE UNDER
                                    EXERCISE OF        WEIGHTED-AVERAGE       EQUITY COMPENSATION
                                    OUTSTANDING       EXERCISE PRICE OF         PLANS (EXCLUDING
                                 OPTIONS, WARRANTS   OUTSTANDING OPTIONS,   SECURITIES REFLECTED IN
        PLAN CATEGORY                AND RIGHTS      WARRANTS AND RIGHTS          COLUMN (a))
        -------------                ----------      -------------------          -----------
                                        (a)                   (b)                      (c)
                                                                           
Equity compensation plans
  approved by security holders        1,793,008              $9.58                   456,525

Equity compensation plans not
  approved by security holders            0                    0                        0

                Total                 1,793,008              $9.58                   456,525


                                      -16-

EMPLOYMENT AGREEMENTS

     We  currently  do  not  have  any   employment   contracts,   severance  or
change-in-control agreements with any of our Named Executive Officers.

     Upon Randy  Knight's  retirement  as  Chairman in 1999,  we entered  into a
Consulting  Agreement  with Mr.  Knight for  $50,000  per year.  The  Consulting
Agreement  is  terminable  at any time by either  party.  Presently,  consulting
services  are  rendered  by Randy  Knight  through a limited  liability  company
controlled by Mr. Knight.

STOCK OPTION PLAN

     We adopted in 1994 and  currently  maintain a stock  option  plan to enable
directors,  officers and certain key and critical line employees of the Company,
including  drivers and other  employees,  to participate in the ownership of the
Company.  This plan was amended and  restated  during 1998 (the "1998 Plan") and
was approved by the Company's shareholders on May 13, 1998. In authorizing stock
grants under the 1998 Plan, the  Compensation  Committee has sought to align the
interests of employees with our shareholders and has sought to make stock grants
to those key employees and operating personnel whose performance is important to
our success.  As of February 27, 2003,  after giving  effect to stock splits and
the 2002 amendment to the 1998 Plan increasing the number of shares reserved for
issuance by 300,000,  we had  1,793,008  shares of our Common  Stock  subject to
outstanding  option grants and 456,525  shares of Common Stock were reserved for
the issuance of future  grants.  Of the total  number of issued and  outstanding
stock grants under the 1998 Plan,  89% have been made to employees  and only 11%
have been made to officers and directors.  If Proposal No. 2 to approve the 2003
Plan is approved by shareholders, no further stock grants will be made under the
1998  Plan  after  May  31,  2003,  and all  future  stock  grants  will be made
exclusively under the 2003 Plan. SEE Item No. 2, "PROPOSAL TO APPROVE 2003 STOCK
OPTION PLAN," above, for more information on the 2003 Plan.

401(k) PLAN

     We also  sponsor a 401(k) Plan (the  "401(k)  Plan").  The 401(k) Plan is a
profit sharing plan that permits voluntary  employee  contributions on a pre-tax
basis under section 401(k) of the Internal  Revenue Code. Under the 401(k) Plan,
a  participant  may elect to defer a  portion  of his  compensation  and have us
contribute  a  portion  of  his  compensation  to the  401(k)  Plan.  We  make a
discretionary matching contribution. For 2002, our maximum contribution was $625
per participant. The 401(k) Plan's assets are held and managed by an independent
trustee.  Under the 401(k) Plan, eligible employees have the right to direct the
investment of employee and employer  contributions  among several  mutual funds.
The 401(k) Plan also allows its  participants  to direct the trustee to purchase
shares of our stock on the open  market up to a maximum  of 20% of their  401(k)
Plan account  balance.  As of December 31, 2002,  approximately 5% of all assets
held by the 401(k) Plan were invested in our Common Stock. Our senior executives
and certain key employees are not  permitted to  participate  in the 401(k) Plan
feature  that  allows  them to purchase  our Common  Stock in their  401(k) Plan
accounts.

     Amounts we contribute  for a participant  vest over five years and are held
in trust until distributed pursuant to the terms of the 401(k) Plan. An employee
is eligible to  participate  in the 401(k)  Plan if he has  attained  age 19 and
completed  1,000 hours of service within a 12 month period.  Distributions  from
participant accounts are not permitted before age 59-1/2, except in the event of
death, disability, separation from service, or certain financial hardships.

                                      -17-

COMPENSATION COMMITTEE,  COMPENSATION COMMITTEE INTERLOCKS,  REPORT ON EXECUTIVE
COMPENSATION

     THE  COMPENSATION  COMMITTEE  REPORT  ON  EXECUTIVE  COMPENSATION,  AND THE
PERFORMANCE  GRAPH  THAT  FOLLOW  SHALL  NOT BE  DEEMED  TO BE  INCORPORATED  BY
REFERENCE  INTO ANY FILING  MADE BY US UNDER THE  SECURITIES  ACT OF 1933 OR THE
SECURITIES EXCHANGE ACT OF 1934, NOTWITHSTANDING ANY GENERAL STATEMENT CONTAINED
IN ANY FILING  INCORPORATING  THIS PROXY  STATEMENT BY REFERENCE,  EXCEPT TO THE
EXTENT WE INCORPORATE THIS REPORT AND GRAPH BY SPECIFIC REFERENCE.

     The  Compensation  Committee is composed  entirely of directors who are not
officers,  employees  or  10%  or  greater  shareholders  of  the  Company.  The
Compensation  Committee  reviews all aspects of  compensation  of our  executive
officers and makes  recommendations on compensation matters to the full Board of
Directors.  The  Compensation  Committee of the Board of Directors  for 2002 was
composed of G.D. Madden and Mark Scudder.  Mr. Scudder served as Chairman of the
Compensation  Committee.  SEE "CERTAIN  RELATIONSHIPS AND RELATED TRANSACTIONS,"
below, for a description of transactions  between us and members of the Board of
Directors  or  their  affiliates,  and  "CORPORATE  GOVERNANCE  -  MEETINGS  AND
COMPENSATION  OF THE  BOARD  OF  DIRECTORS  AND ITS  COMMITTEES,"  above,  for a
description of compensation of the members of the  Compensation  Committee.  The
Compensation  Committee  also renders an annual report to the Board of Directors
concerning the compensation of our executive officers.

     The  Compensation  Committee of the Board of Directors  has  furnished  the
following Report on Executive Compensation:

             COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

          Under the supervision of the  Compensation  Committee of the
     Board  of   Directors,   the  Board  of  Directors   reviews  the
     compensation of the Company's  executive officers  annually.  The
     compensation  program  for the  Company's  executive  officers is
     administered in accordance with a pay-for-performance  philosophy
     to link  executive  compensation  with  the  values,  objectives,
     business   strategy,   management   incentives,   and   financial
     performance of the Company.

          Because  the most senior  executive  officers of the Company
     each have  substantial  holdings of the  Company's  Common Stock,
     corporate  performance directly affects these executive officers.
     The Committee believes that stock ownership by the Company's most
     senior executive officers aligns the interests of management with
     the interests of  shareholders  in the  enhancing of  shareholder
     value.  With the exception of Mr. Timothy Kohl,  Chief  Financial
     Officer  and  Secretary,  who is eligible  for stock  options and
     bonus awards,  the Company's  executive  officers are compensated
     with a base  salary  only,  with no bonus  or short or long  term
     incentives. With respect to Mr. Kohl and other executive officers
     without  substantial  holdings of the Company's Common Stock, the
     objectives  of the Company's  compensation  program are to align,
     through the grant of stock  options,  executive  and  shareholder
     long-term  interests by creating a strong and direct link between
     executive pay and shareholder  return. The Company's stock option
     program is intended to enable  executives to develop and maintain
     a  significant,   long-term  stock  ownership   position  in  the
     Company's  Common Stock.  The  Committee  believes that the Stock
     Option  Plan  is  an  effective  tool  for   accomplishing   this
     objective.

          In reviewing base salaries of senior management for 2002 and
     salary  compensation  for 2002-2003,  including the salary of Mr.
     Kevin P. Knight,  the  Company's  Chief  Executive  Officer,  the
     Compensation  Committee  reviewed and considered (i) compensation
     information disclosed by similarly-sized  publicly held truckload

                                      -18-

     motor carriers; (ii) the financial performance of the Company, as
     well as the role and  contribution  of the  particular  executive
     with respect to such performance; (iii) non-financial performance
     related to the individual executive's contributions; and (iv) the
     particular executive's stock holdings.

          The Compensation Committee believes that the annual salaries
     of the  Company's  Chief  Executive  Officer and other  executive
     officers are reasonable compared to similarly situated executives
     of other truckload motor carriers.

                           2002 COMPENSATION COMMITTEE

                             Mark Scudder, Chairman
                              G. D. Madden, Member

                                February 6, 2003




                           (Intentionally Left Blank)




                                      -19-

                             STOCK PERFORMANCE GRAPH

     The graph below compares the cumulative  total returns of our Common Stock,
the NASDAQ  Stock  Market  and the NASDAQ  Trucking  and  Transportation  Stocks
Indices  (the "Peer  Group") from  December  31, 1998 to December 31, 2002.  The
graph  assumes that $100 of our Common Stock was purchased on December 31, 1998,
at a price of $11.859 per share and all dividends were reinvested.  The graph is
adjusted for stock dividends and stock splits.  We have paid no dividends on our
Common Stock since our inception  and do not expect to do so in the  foreseeable
future.  THERE IS NO ASSURANCE THAT OUR STOCK PERFORMANCE WILL CONTINUE INTO THE
FUTURE WITH THE SAME OR SIMILAR TRENDS  DEPICTED IN THE GRAPH BELOW.  WE MAKE NO
PREDICTIONS AS TO THE FUTURE PERFORMANCE OF OUR STOCK.


                                     [GRAPH]




INDEX DESCRIPTION             12/31/98    12/31/99    12/31/00    12/31/01    12/31/02
-----------------             --------    --------    --------    --------    --------
                                                                
Knight Transportation, Inc.    11.859       7.610       8.554      18.780      21.000
                               100.00%      64.17%      72.13%     158.36%     177.08%
NASDAQ Stock Market           734.202    1326.416    2470.520    1950.400    1335.510
                               100.00%     180.66%     336.49%     265.65%     181.90%
NASDAQ Trucking &
  Transportation Stocks
  Index (the "Peer Group")    279.678     266.549     242.276     286.489     291.519
                               100.00%      95.31%      86.63%     102.44%     104.23%


                                      -20-

                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                                 AND MANAGEMENT

The  following  table  sets  forth,  as of  January  28,  2003,  the  number and
percentage of outstanding  shares of Company Common Stock  beneficially owned by
each person known by us to beneficially  own more than 5% of such stock, by each
Director and Named  Executive  Officer of the Company,  and by all directors and
executive officers of the Company as a group.

      NAME AND ADDRESS OF                    AMOUNT AND NATURE OF     PERCENT OF
       BENEFICIAL OWNER(1)                   BENEFICIAL OWNERSHIP       CLASS
       -------------------                   --------------------       -----
Donald A. Bliss(2)                                    14,203               *

Timothy M. Kohl(3)                                    15,695               *

Gary J. Knight(4)                                  3,535,209             9.51%

Keith T. Knight(5)                                 3,300,640             8.88%

Kevin P. Knight(6)                                 3,277,973             8.82%

Randy Knight(7)                                    2,849,630             7.67%

G.D. Madden(8)                                        11,503               *

Matt Salmon(9)                                         5,625               *

Mark Scudder(10)                                       2,887               *

Wasatch Advisors, Inc.(11)                         1,946,675             5.20%

All directors and executive officers
  as a group (nine persons)                       13,013,365            34.99%

* Represents less than 1% of our outstanding Common Stock.

(1)  The  address  of each  officer  and  director  is 5601 West  Buckeye  Road,
     Phoenix,  Arizona 85043. The address of Wasatch Advisors,  Inc. ("Wasatch")
     is 150 Social Hall  Avenue,  Salt Lake City,  Utah 84111.  All  information
     provided with respect to Wasatch is based solely upon the Company's  review
     of a Schedule  13G/A,  filed by Wasatch  with the  Securities  and Exchange
     Commission on February 13, 2003.

(2)  Includes 14,203 shares  beneficially owned by Donald A. Bliss over which he
     exercises  sole  voting  and  investment  powers  under a  Revocable  Trust
     Agreement.

(3)  Includes 9,375 shares that Timothy M. Kohl has the right to acquire through
     exercise of stock options and 6,320 shares owned outright.

(4)  Includes  3,530,146 shares  beneficially owned by Gary J. Knight over which
     he  exercises  sole  voting  and  investment  power  as a  Trustee  under a
     Revocable  Trust  Agreement  dated May 19, 1993,  and 5,063 shares owned by
     minor children who share the same household.

(5)  Includes 3,295,577 shares  beneficially owned by Keith T. Knight over which
     he and his wife, Fawna Knight, exercise sole voting and investment power as
     Trustees under a Revocable  Trust Agreement dated March 13, 1995, and 5,063
     shares owned by minor children who share the same household.

(6)  Includes 3,254,127 shares  beneficially owned by Kevin P. Knight over which
     he and his wife,  Sydney Knight,  exercise sole voting and investment power
     as Trustees under a Revocable Trust Agreement dated March 25, 1994;  18,050
     shares held by Kevin P. and Sydney B. Knight Family  Foundation  over which
     Kevin P. Knight and his wife, Sydney Knight, as officers of the Foundation,
     exercise sole voting and investment power on behalf of the Foundation;  and
     5,796 shares owned by minor children who share the same household.

                                      -21-

(7)  Includes 2,165,405 shares  beneficially owned by Randy Knight over which he
     exercises sole voting and  investment  power as a Trustee under a Revocable
     Trust  Agreement  dated  April 1, 1993;  675,000  shares  held by a limited
     liability  company for which Mr.  Knight acts as manager and whose  members
     include  Mr.  Knight and trusts for the benefit of his four  children;  and
     9,225 shares owned by a child who shares the same  household and over which
     Mr. Knight exercises voting power.

(8)  Includes 8,438 shares that G.D. Madden has the right to acquire through the
     exercise of a stock option, and 3,065 owned outright.

(9)  Includes 5,625 shares that Matt Salmon has the right to acquire through the
     exercise of a stock option.

(10) Includes 2,887 shares that Mark Scudder owns outright.

(11) Wasatch Advisors, Inc. has sole voting power over 1,946,675 shares and sole
     dispositive  power over  1,946,675  shares.  It has shared voting power and
     shared  dispositive  power over no shares.  Wasatch  Advisors,  Inc. is the
     owner of record and  discloses  beneficial  ownership of such  shares.  The
     foregoing is based solely on information  provided by Form 13G/A,  filed by
     Wasatch  Advisors,  Inc.  with the  Securities  and Exchange  Commission on
     February 13, 2003.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

COMPANY'S PURCHASE AND LEASE OF PROPERTIES

     Our  headquarters  and principal  place of business is located at 5601 West
Buckeye Road, Phoenix,  Arizona, on approximately 65 acres. We own approximately
57 acres and, as of December 31, 2002,  leased  approximately 8 acres from Randy
Knight,  a director and principal  shareholder  of the Company.  The property we
lease from Randy Knight  includes  terminal and  operating  facilities.  We made
total payments of approximately  $83,000 to, or on behalf of, Total  Warehousing
and Randy Knight for the year ended  December  31, 2002.  Randy Knight owns a 50
percent interest in Total  Warehousing;  the balance is owned by an unaffiliated
party.

     In March  1999,  we  exercised  our  option to extend  our lease with Randy
Knight for five (5) years, until April 30, 2004. We have an additional option to
extend the lease term for an additional five (5) years. The current monthly base
rent is $6,700.  Under the lease,  base rent increases by 3% on the first day of
each option term,  and the third  anniversary of the  commencement  date of each
option term. In addition to base rent, the lease requires us to pay our share of
all expenses,  utilities,  taxes and other charges. Under the lease, the Company
and Total Warehousing will continue to use portions of the premises jointly.  We
have granted Randy Knight access and utility easements over our owned and leased
properties.  The  purchase  and lease  agreements  between  us and Randy  Knight
include cross-indemnities  relating to liabilities and expenses arising from the
use and occupancy of the property by the parties to the agreements.

     We and Total  Warehousing from time to time provide services to each other.
Total  Warehousing  provided us with  general  warehousing  services and we paid
$15,000 to Total  Warehousing for these services for the year ended December 31,
2002.

OTHER INVESTMENTS AND TRANSACTIONS WITH AFFILIATES

     We have  adopted a policy  that  transactions  with  affiliated  persons or
entities  will be on terms no less  favorable  to us than  those  that  could be
obtained from unaffiliated  third parties on an arm's length basis, and that any
such transaction must be reviewed by our Independent Directors.  We periodically
examine  investment  opportunities  in areas  related to the  truckload  carrier
business. Our investment strategy is to add to shareholder value by investing in
industry-related  businesses  that will assist us in  strengthening  our overall
position in the transportation industry,  minimize our exposure to start-up risk
and  provide  us with an  opportunity  to  realize a  substantial  return on our
investment.

                                      -22-

     In  April  1999,   we  acquired  a  17%   interest  in   Concentrek,   Inc.
("Concentrek"),  formerly  known as KNGT  Logistics,  Inc.,  with the  intent of
investing in the non-asset transportation business. Our investment in Concentrek
was  approved by a majority of our  Independent  Directors.  We hold  non-voting
Class A  Preferred  Stock in  Concentrek  which  is  preferred  in the  event of
liquidation,  dissolution, sale or merger and with respect to dividends over all
other classes of stock, including stock held by members of the Knight family. We
have  preferential  rights if Concentrek  issues  additional  shares and limited
voting rights with respect to any merger,  consolidation,  sale of substantially
all of Concentrek's  assets,  and certain other major corporate  events. We have
loaned a total of $3.4 million to Concentrek to fund start-up costs. These loans
are evidenced by two promissory  notes. One note evidences a loan by the Company
under a wholly owned limited  liability company for $824,500 that is convertible
into  Concentrek's  Class A  Preferred  Stock and is  secured by a first lien on
Concentrek's  assets. The other note evidences a loan by the Company directly to
Concentrek  for an  additional  $2.6  million that is secured by a first lien on
Concentrek's  assets.  Kevin Knight, Gary Knight, Keith Knight and Randy Knight,
who collectively  own 34% of our issued and outstanding  stock, and who are also
investors in Concentrek along with other unrelated Concentrek shareholders, have
personally  guaranteed  repayment  of the $2.6  million  note.  The notes are on
parity with respect to their  security.  Our loans to  Concentrek  have priority
over the loans made by the Knights  described  below.  Our  investment  has been
structured  to limit our  exposure to  Concentrek  start-up  losses and business
risk.  SEE  "MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION  AND
RESULTS OF  OPERATIONS - OFF BALANCE SHEET  ARRANGEMENTS,"  in our Form 10-K for
the year ended December 31, 2002.

     Other investors in Concentrek include Randy,  Kevin, Gary and Keith Knight,
who  collectively  own 43% of  Concentrek's  issued and outstanding  stock,  and
through the same limited  liability company affiliate through which we invested,
Randy,  Kevin, Gary and Keith Knight have collectively  loaned to Concentrek the
sum of $4.5  million.  This loan is evidenced by a promissory  note  convertible
into Concentrek Class B Preferred Stock to fund Concentrek's start-up costs.

     In November 2000, we acquired a 19% interest in Knight Flight Services, LLC
("Knight  Flight"),  which  acquired and  operates a Cessna  Citation 560 XL jet
aircraft.   The  aircraft  is  leased  to  Pinnacle  Air  Charter,   L.L.C.,  an
unaffiliated  entity,  which leases the aircraft on behalf of Knight Flight. The
cost of the aircraft to Knight Flight was $8.9 million. We invested $1.7 million
in Knight  Flight to assure  access to charter air services for the Company.  We
have a  priority  use  right  for the  aircraft  and are not  obligated  to make
additional capital contributions to Knight Flight. The remaining 81% interest in
Knight  Flight  is owned  by  Randy,  Kevin,  Gary and  Keith  Knight,  who have
personally guaranteed the balance of the purchase price and agreed to contribute
any  capital  required  to meet any cash short  falls.  Under the Knight  Flight
Operating Agreement, losses are allocated first to Kevin Knight, Gary Knight and
Keith Knight. The acquisition of our interest in Knight Flight was approved by a
disinterested  majority of our Board of Directors.  We believe that our interest
in Knight Flight  allows us to obtain any access to needed  charter air services
for Company business at prices equal to or less than is available from unrelated
charter  companies.  Knight Flight also makes the aircraft available for charter
to third parties through a licensed aircraft charter company.

     Randy  Knight  retired as an officer of the Company on July 31,  1999,  and
since then has acted as a consultant to us for which we paid him fees of $50,000
per year.  The  consulting  agreement is terminable at the will of either party.
The Board of Directors has approved this arrangement.

     We paid approximately $50,000 during 2002 for key employees' life insurance
premiums.  The life insurance  policies  provide for cash  distributions  to the
beneficiaries  of the  policyholders  upon  death  of the key  employee.  We are
entitled to receive the total premiums paid out on the policies at  distribution
prior to any  beneficiary  distributions.  In compliance with Section 402 of the
Sarbanes-Oxley  Act of 2002,  as of July 30,  2002,  the Company no longer makes
premium payments under these split-dollar life insurance polices.  To the extent

                                      -23-

any officer receives compensation in lieu of such premium payments,  the Company
reports such payments as compensation.

     The Knight  family has been involved in the  transportation  business for a
number of years and members of the families of Kevin Knight, Gary Knight,  Keith
Knight,  and Randy Knight have been  employed by us since our  inception and are
employed on the same terms and conditions as other non-related employees. During
2002,  we employed and  compensated  in excess of $60,000  (total  compensation)
seven  individuals  who are  related to our  principal  shareholders  and senior
executive  officers.  The  aggregate  total  compensation  paid to  these  seven
individuals in 2002 was $541,700.

     During 2002, we retained Scudder Law Firm to perform certain legal services
on our  behalf.  Mark  Scudder,  a member of our Board of  Directors,  is also a
member of Scudder Law Firm and performed legal services on our behalf. We intend
to continue the use of Scudder Law Firm during 2003. Amounts paid to the Scudder
Law Firm in 2002 were less than $60,000.

                              SHAREHOLDER PROPOSALS

     The Board of  Directors  will  consider  proposals  from  shareholders  for
nominations   of  directors  to  be  elected  at  the  2004  Annual  Meeting  of
shareholders  that are made in  writing to the  Secretary  of the  Company,  are
received at least ninety (90) days prior to the 2004 Annual Meeting, and contain
sufficient  background  information  concerning  the  nominee to enable a proper
judgment to be made as to his or her  qualifications,  as more fully provided in
our Articles of Incorporation and Bylaws.

     Proposals of shareholders  as to other matters  intended to be presented at
the 2004 Annual  Meeting must be received by the Company by December 6, 2003, to
be considered for inclusion in our Proxy Statement and form of proxy relating to
such meeting.  Proposals  should be mailed via certified  mail,  return  receipt
requested,  and addressed to Timothy M. Kohl, Secretary,  Knight Transportation,
Inc., 5601 West Buckeye Road, Phoenix, Arizona 85043.

                                  OTHER MATTERS

     The Board of Directors does not intend to present at the Annual Meeting any
matters other than those  described  herein and does not  presently  know of any
matters that will be presented by other parties.

                                        Knight Transportation, Inc.
                                        Kevin P. Knight
                                        Chairman of the Board and
                                        Chief Executive Officer

                                      -24-

                                    EXHIBIT 1

                           KNIGHT TRANSPORTATION, INC.

                             2003 STOCK OPTION PLAN










                                      -25-

                           KNIGHT TRANSPORTATION, INC.
                             2003 STOCK OPTION PLAN
                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE 1.  HISTORY AND PURPOSE................................................1
            1.1   History......................................................1
            1.2   Purpose......................................................1

ARTICLE 2.  DEFINITIONS........................................................1
            2.1   Defined Terms................................................1

ARTICLE 3.  SHARES RESERVED FOR STOCK GRANTS; ADJUSTMENT TO SHARES.............2
            3.1   Shares Reserved For Stock Grants.............................2
            3.2   Adjustment to Shares.........................................3
            3.3   Number of Stock Grants; Partial Exercise.....................3

ARTICLE 4.  PLAN ELIGIBILITY...................................................3
            4.1   General......................................................3
            4.2   Stock Option Plan............................................3
            4.3   Independent Directors Plan...................................3

ARTICLE 5.  STOCK OPTION PLAN..................................................3
            5.1   Award of Stock Grant.........................................3
            5.2   ISOs.........................................................3
                  (a) Fair Market Value of ISO.................................4
                  (b) Disposition of ISO Stock.................................4
                  (c) Insolvent Participants...................................4
                  (d) Construction.............................................4
            5.3   Option or Purchase Price.....................................4
            5.4   Limitation on Period in Which to Grant or Exercise Options...4

ARTICLE 6.  INDEPENDENT DIRECTORS PLAN.........................................5
            6.1   Automatic Grant; Annual Compensation; Forfeiture.............5
            6.2   Termination of Independent Director Option...................5
            6.3   Holding Period...............................................5
            6.4   Existing Options.............................................5
            6.5   Payment of Directors Fees in Stock...........................5

ARTICLE 7.  ADMINISTRATION.....................................................5
            7.1   Administrative Committee.....................................5
            7.2   Administration of the Plan...................................6

ARTICLE 8.  GENERAL PROVISIONS.................................................7
            8.1   Grant Agreement..............................................7
            8.2   Mergers or Consolidations....................................7
            8.3   Termination of Employment....................................7
            8.4   Payment for Stock............................................7
            8.5   Compliance With Applicable Laws and Regulations..............7
            8.6   No Right to Employment.......................................8
            8.7   Taxes........................................................8
            8.8   Expenses.....................................................8

                                       -i-

            8.9   Unfunded Benefits............................................8
            8.10  Transferability..............................................8
            8.11  Expiration Date of Plan......................................8
            8.12  Corporate Action.............................................8
            8.13  Rights as a Shareholder......................................8
            8.14  Investment Purpose...........................................8
            8.15  Investment Letter............................................9
            8.16  Termination or Amendment of the Plan.........................9
            8.17  Application of Funds.........................................9
            8.18  Obligation to Exercise Grant.................................9
            8.19  Approval of Shareholders; Termination of Plan................9
            8.20  Governing Law................................................9

                                      -ii-

                           KNIGHT TRANSPORTATION, INC.
                             2003 STOCK OPTION PLAN

                                   ARTICLE 1.
                               HISTORY AND PURPOSE

     1.1  HISTORY.

     Knight  Transportation,  Inc. (the  "Company" or "Knight") has maintained a
stock option plan for the benefit of officers,  employees  and  directors  since
1994.  Grants under all prior plans have been broad-based and have been designed
to align the interest of employees of the Company receiving grants with those of
the Company's shareholders. On February 6, 2003, the Board of Directors approved
the  termination  of all further  stock grants under the  Company's  Amended and
Restated  Stock  Option  Plan  adopted  February  10,  1998 (the  "1998  Plan"),
effective as of May 31, 2003,  subject to the Company's  shareholders  approving
this 2003 Stock  Option Plan.  As amended,  the 1998 Plan permits any issued and
outstanding  option grants to continue in force and effect,  in accordance  with
their terms,  but no further options or stock grants will be made under the 1998
Plan, if the Company's  shareholders  approve this Plan. The Board also adopted,
effective as of June 1, 2003, the Knight Transportation,  Inc. 2003 Stock Option
Plan (the  "Plan"),  subject to approval by the  Company's  shareholders  at its
annual meeting to be held in May, 2003.

     This document sets forth the terms of the Company's 2003 Stock Option Plan,
including, without limitation, the number of shares that are reserved for grants
under the Plan and all other terms and conditions  applicable to the Plan.  This
Plan and any options or rights granted hereunder, are subject to approval by the
Company's  shareholders  within 12 months of February 6, 2003. 1.2 PURPOSE.  The
Plan has been adopted to: (a) provide  certain key  employees of the Company (as
defined  below) with an opportunity to purchase the common stock of Knight as an
incentive to continue  employment with the Company and to work for the long-term
growth, development, and financial success of the Company; (b) attract qualified
independent  directors by providing the automatic grant of certain  nonqualified
stock options to independent  directors upon their  appointment to the Company's
Board of  Directors;  and (c)  attract,  motivate,  and retain the  services  of
critical employees of the Company and its subsidiaries and reward such employees
by the issuance of Stock Grants so that these  employees will  contribute to and
participate in the long-term performance of the Company.

                                   ARTICLE 2.
                                   DEFINITIONS

     2.1  DEFINED TERMS.  The following  terms shall have the meanings set forth
below, unless context otherwise requires:

     "Beneficiary"  means the person or persons  designated by a Participant  as
his beneficiary.

     "Board of Directors" or "Board" means the Board of Directors of Knight.

     "Code"  means the Internal  Revenue  Code of 1986,  as amended from time to
time.

     "Committee"  means the  Compensation  Committee of the Board of  Directors,
which shall be appointed in accordance with the procedures  described in Article
7.

                                       -1-

     "Company"  means Knight and any  subsidiary  of Knight that is treated as a
"subsidiary" under section 425 of the Code.

     "Effective  Date"  means  June 1, 2003,  which  shall be the date this 2003
Stock Option Plan is effective, subject only to Section 8.19.

     "Knight" means Knight Transportation, Inc., an Arizona corporation, and its
successors in interest.

     "ISO" means an incentive stock option granted a Participant under Article 5
of this Plan and which  qualifies as an incentive stock option under section 422
of the Code. To the extent this Plan has authorized the Committee to grant ISOs,
this Plan shall be  interpreted  and  construed so as to qualify as an incentive
stock option plan under Section 422 of the Code and the regulations thereunder.

     "Independent  Director"  means  a  director  of the  Company  who is not an
officer, employee or 10% shareholder of the Company.

     "Independent  Directors  Plan" means the  Independent  Directors  Automatic
Stock Option Plan set forth in Article 6.

     "NSO" means any option granted under this Plan that is not an ISO.

     "Participant" means any employee or independent director of the Company who
has been selected by the Committee to participate in the Plan.

     "Plan"  means the  Knight  Transportation,  Inc.  2003 Stock  Option  Plan,
effective as of June 1, 2003, as amended and restated hereby.

     "Plan Year" means the calendar year.

     "Restricted  Stock Grant" means the right granted a Participant to purchase
Restricted  Stock at a price  determined by the  Committee,  and subject to such
restrictions and conditions as may be determined by the Compensation Committee.

     "Restricted  Stock"  means  stock  sold  to  a  Participant  pursuant  to a
Restricted Stock Grant.


     "Stock" means the common stock of Knight, par value $0.01 per share.

     "Stock  Option"  means any ISO or NSO granted to a  Participant  under this
Plan,  which is evidenced  by a writing  executed by the  Participant  and by an
authorized member of the Committee.

     "Stock Grant" means the award of a Stock Option or a Restricted Stock Grant
made under Article 5 or Article 6 of this Plan.

     "Stock Grant Agreement" means the written Agreement between the Company and
a Participant evidencing a Stock Grant.

                                   ARTICLE 3.
                SHARES RESERVED FOR GRANTS; ADJUSTMENT TO SHARES

     3.1  SHARES RESERVED FOR STOCK GRANTS. There are reserved and available for
the Stock Grants pursuant to all provisions of this Plan 1,000,000 shares of the
Company's  authorized but unissued Stock. Of the total number of shares reserved

                                       -2-

for Stock Grants under this Plan,  50,000 shares of Stock are reserved for Stock
Grants  made under the  Independent  Directors  Plan set forth in Article 6. The
balance of the Shares are  reserved  for Stock  Grants  awarded  under any other
provision of this Plan; provided,  however, that in no event shall the aggregate
number of shares of Stock subject to all Stock Grants made under this Plan since
inception  exceed  1,000,000  shares of Stock,  adjusted as described in Section
3.2, below.

     3.2  ADJUSTMENT TO SHARES.  The  aggregate  number of shares of Stock which
may  be  issued  pursuant  to  Stock  Grants  made  under  this  Plan  shall  be
automatically adjusted,  without further action by the Board or the shareholders
of the Company, to reflect changes in the capitalization of the Company, such as
stock   dividends,   stock   splits,   reverse   stock   splits,   subdivisions,
reorganizations  or  reclassification,  or  any  similar  recapitalization  that
affects or modifies the number of shares of Stock issued and  outstanding at any
time.  The  adjustment  of shares of Stock  reserved for Stock Grants under this
Section shall not cause shares of Stock subject to a Stock Grant Agreement to be
automatically  adjusted,  unless the Stock Grant Agreement specifically requires
such an adjustment.

     3.3  NUMBER OF STOCK GRANTS;  PARTIAL  EXERCISE.  More than one Stock Grant
may be made to the same Participant,  and Stock Grants may be subject to partial
exercise, as the Committee may in its discretion  determine.  If any Stock Grant
made under this Plan expires or is terminated without being exercised,  or after
being  partially  exercised,  the shares of Stock  allocated to the  unexercised
portion of a Stock Grant shall revert to the pool of shares  reserved in Section
3.1 and shall again be available for Stock Grants made under this Plan.

                                   ARTICLE 4.
                                PLAN ELIGIBILITY

     4.1  GENERAL. The Committee,  subject to the following  limitations,  shall
from time to time designate from among the Company's employees those persons who
will be Participants in this Plan, subject to the following rules:

     4.2  STOCK OPTION PLAN.  Only full-time  employees of the Company,  who, in
the sole judgment of the  Committee,  (i) are  qualified by position,  training,
ability,  and responsibility to contribute  substantially to the progress of the
Company; (ii) have a material,  positive effect on the results of the operations
of the  Company;  or (iii) are key  employees  or critical  line  employees  (as
determined  by  the  Committee,  in  its  discretion),   shall  be  eligible  to
participate in the Stock Option Plan described in Article 5.

     4.3  INDEPENDENT DIRECTORS PLAN. Independent Directors of the Company shall
be  automatically  eligible to  participate  in the  Independent  Directors Plan
described in Article 6.

                                   ARTICLE 5.
                                STOCK OPTION PLAN

     5.1  AWARD OF STOCK  GRANT.  The  Committee  may  award  Stock  Grants to a
Participant in the form of Stock Options, including, without limitation, "ISOs,"
"NSOs," or  Restricted  Stock Grants  under this  Article 5, or any  combination
thereof.  At the  time a Stock  Grant  is  awarded  under  this  Article  5, the
Committee shall designate the number of shares of Stock subject to the grant and
indicate whether such grant is an ISO, NSO or a Restricted Stock Grant.

     5.2  ISOS. The following  rules shall apply to any Stock Options granted as
ISOs, in addition to any other provisions of this plan that may be applicable.

                                       -3-

          (a)  FAIR MARKET  VALUE OF ISO.  The  aggregate  fair market  value of
Stock subject to an ISO granted under this Article 5 (determined  without regard
to this Section 5.2)  exercisable for the first time by any  Participant  during
any calendar  year (under all plans of the Company)  shall not exceed  $100,000.
The preceding sentence shall be applied by taking ISOs into account in the order
in which they were  granted  hereunder.  If any ISO is granted  that exceeds the
limitations  of this Section 5.2 at the first time it is  exercisable,  it shall
not be invalid, but shall constitute, and be treated as, an NSO to the extent of
such  excess.  For  purposes of this Plan,  the fair  market  value of the Stock
subject to any ISO shall be determined by the  Committee  without  regard to any
restriction other than a restriction which, by its terms, will never lapse.

          (b)  DISPOSITION  OF ISO STOCK.  No Stock issued in connection  with a
Participant's  exercise of an ISO may be disposed of by the  Participant  within
two years from the date the option is granted nor within one year after the date
such Stock is issued to the Participant and be eligible for treatment as an ISO;
provided, however, unless otherwise provided in the Stock Grant Agreement, these
holding periods shall not apply if the Stock Option is exercised after the death
of a Participant by the estate of such Participant,  or by a person who acquired
the right to exercise such option by bequest or  inheritance or by reason of the
death of a deceased Participant.

          (c)  INSOLVENT  PARTICIPANTS.  A  disposition  of Stock  described  in
Section 422(c)(3) of the Code, which was acquired pursuant to the exercise of an
ISO,  shall not constitute a disposition of Stock in violation of Section (b) of
this Article 5.

          (d)  CONSTRUCTION.  Any ISO granted under this Plan shall be construed
to meet  the  requirements  of  Section  422 of the  Code  and  the  regulations
thereunder.

     5.3  OPTION OR PURCHASE PRICE.

          (a)  Each Stock Option  shall state the exercise  price of the option,
which,  in the case of an ISO,  shall not be less  than 100% of the fair  market
value of the optioned Stock on the date the ISO is granted,  as provided  below.
Any Restricted  Stock Grant shall state the price at which the Restricted  Stock
may be  purchased.  In the  case of a  Participant  who,  at the time the ISO is
granted,  owns shares of Stock  possessing  more than 10% of the total  combined
voting  power  of all  classes  of  stock  of the  Company  (or  any  parent  or
subsidiary),  the exercise  price of such ISO shall be not less than 110% of the
fair market value of Stock on the date the option is granted,  and, in no event,
shall such option be  exercisable  after the  expiration  of five years from the
date such option is granted.

          (b)  The  exercise  price  of an  NSO,  the  purchase  price  under  a
Restricted  Stock Grant,  or the exercise price of any Stock Option granted to a
director  under Article 6 shall not be less than 85% of the fair market value of
a share of the Stock as of the date of grant.  For  purposes  of this Plan,  the
fair  market  value of a share of Stock  shall equal the mean of the highest bid
and lowest selling prices for such stock on the day preceding the date of grant,
as  reported  by  the  National  Association  of  Securities  Dealers  Automated
Quotation  System (NASDAQ)  (National  Market).  If for any reason the Company's
Stock is not publicly  traded on a national  securities  market or not listed on
NASDAQ,  the Committee  shall evaluate all factors which the Committee  believes
are relevant in  determining  the fair market value of a share of Stock and, the
Committee,  in good faith and exercising its business judgment,  shall establish
the fair market value of the Stock as of the date an option is granted.

     5.4  LIMITATION  ON PERIOD IN WHICH TO GRANT OR  EXERCISE  OPTIONS.  No ISO
shall be granted under this Plan more than 10 years after the earlier of (i) the
date the Plan is  initially  adopted  by the  Board or (ii) the date the Plan is
approved by the shareholders of the Company. Any Stock Grant, other than an ISO,
made  under the Plan may be  exercised  within  any  reasonable  term and may be
granted any time prior to the termination or expiration of the Plan. In no event
shall an ISO granted  under this Plan be exercised  after the  expiration  of 10

                                       -4-

years  from the date  such ISO is  granted.  Any  provision  of this Plan to the
contrary notwithstanding,  the Committee may, in its sole discretion,  grant any
Participant  an NSO which,  if  provided in the Stock  Grant  Agreement,  may be
exercised  after  the  termination  of the  Participant's  employment  with  the
Company.

                                   ARTICLE 6.
                           INDEPENDENT DIRECTORS PLAN

     6.1  AUTOMATIC  GRANT;  ANNUAL  COMPENSATION;  FORFEITURE.  Any Independent
Director  appointed to the Board after  September 1, 1995,  shall  automatically
receive an NSO for 2,500 shares of the Company's  Stock;  the exercise  price of
such option shall be 85% of the fair market value of the  Company's  stock as of
that date. In addition,  for calendar years  beginning  after December 31, 2002,
Independent  Directors  will receive an NSO for 500 shares,  as described in the
next  sentence,  for each calendar year an  Independent  Director is a Director.
Such option grant shall be made on June 1 of each calendar year,  beginning June
1, 2003, and continuing on the same day of each year thereafter, for each person
who is an  Independent  Director on that date.  In  addition,  each  Independent
Director who, as of December 31, 2002, has served as an Independent Director for
at least three calendar  years,  shall also be entitled to an NSO grant of 1,000
shares for service  previously  rendered to the  Company;  such option  shall be
issued on June 1, 2003 and the exercise  price shall be the fair market value of
the Company's  stock as of that date, as provided in Section  5.3(b) above.  Any
NSO  granted  to an  Independent  Director  (other  than the NSO grant for 1,000
shares  described in the preceding  sentence)  will be forfeited if the director
resigns within one year of the date of the grant of such NSO.

     6.2  TERMINATION  OF  INDEPENDENT  DIRECTOR  OPTION.  Except  as  otherwise
provided in any  written  agreement  between  the  Company  and the  Independent
Director,  any NSO granted hereunder will expire on the earlier of (i) ten years
after  the  date of  grant;  (ii)  one  year  after  such  independent  director
terminates his services as a director of the Company;  (iii) the expiration date
stated in the Stock Grant  Agreement  (as this term is defined in the Plan);  or
(iv) any earlier date  provided in this Article 6. An  Independent  Director may
also elect to receive the Director fees in Stock of the Company.

     6.3  HOLDING PERIOD.  Any Stock Option made to an Independent  Director may
not be exercised for at least seven months  following the date such Stock Option
is granted.  6.4 EXISTING  OPTIONS.  All Stock Options granted by the Company to
Independent Directors,  including options issued prior to the date hereof, shall
be subject to the terms and conditions of this Article 6.

     6.5  PAYMENT  OF  DIRECTORS  FEES  IN  STOCK.   With  the  consent  of  the
Independent  Director,   the  Company  may  pay  the  director's  fees  due  any
Independent  Director in Stock of the Company.  In such event, the Company shall
grant to each  consenting  Independent  Director on February 15 and August 15 of
each  calendar  year the number of shares of  Company  Stock  (disregarding  any
fraudulent shares) equal to the director's fees due such Independent Director as
of the preceding December 31 and June 30, respectively, based on the fair market
value of the  Company  Stock,  as provided in Section  5.3(b)  above,  as of the
trading day preceding each such February 15 and August 15.

                                   ARTICLE 7.
                                 ADMINISTRATION

     7.1  COMPENSATION  COMMITTEE.  This  Plan  shall  be  administered  by  the
Committee. The Committee shall serve at the pleasure of the Board, and the Board
may, from time to time,  remove  members from, or add members to, the Committee.
The  Committee  shall  include a minimum of two  Independent  Director  members.
Vacancies on the Committee,  however  caused,  shall be filled by the Board.  No

                                       -5-

member of the Committee shall  participate in or take any action with respect to
any Stock Grant made with respect to such member,  except as otherwise  provided
herein.  The Committee may appoint  delegates to act for and on its behalf.  The
Committee shall select one of its members as Chairman and shall hold meetings at
such times and places as it may  determine.  A majority  of the  Committee  at a
meeting at which a quorum is present,  or acts reduced to or approved in writing
by a  majority  of the  members  of the  Committee,  shall be valid  acts of the
Committee.  No  member  of the Board or the  Committee  shall be liable  for any
action or  determination  made in good  faith  with  respect to this Plan or any
option granted hereunder.

     7.2  ADMINISTRATION OF THE PLAN.

          (a)  The Committee may adopt rules and procedures  for  administration
of the Plan,  to the  extent  such  rules and  procedures  are not  inconsistent
herewith.  Subject to the provisions of this Plan, the Committee  shall have the
sole,  final, and conclusive  discretion and authority to construe and interpret
the Plan,  including,  without  limitation,  authority to  determine:

               (1)  Those employees who will become  Participants  and the terms
                    and conditions of their eligibility;

               (2)  The nature and amount of such Stock Grants;

               (3)  All terms and  conditions  of each Stock  Grant,  including,
                    without limitation:

                    (i)   The number of shares of Stock for which a Stock  Grant
                          is made;

                    (ii)  The price to be paid, if any, for Stock upon  exercise
                          of a Stock Grant;

                    (iii) The terms and conditions of the exercise;

                    (iv)  The terms of payment of the exercise price of a grant;

                    (v)   Any conditions  to which the grant or its exercise may
                          be subject;

                    (vi)  Any vesting or forfeiture provisions applicable to any
                          Stock Grant; and

                    (vii) Any restrictions or limitations placed on Stock issued
                          pursuant to the exercise of a Stock Grant.

          (b)  The  Committee may provide that any Stock Option may be exercised
as a "cashless"  stock  option,  including  any  arrangement  whereby any dealer
associated  with  the  National  Association  of  Securities  Dealers,  upon  an
irrevocable  election by a Participant  to exercise any Stock Grant,  either (i)
commits to loan the  Participant the exercise price of the stock and forwards it
to the Company or (ii)  establishes a margin  commitment with the participant to
pay the exercise  price of the Stock Grant to the Company,  except to the extent
any such  arrangement  is prohibited by the  Sarbanes-Oxley  Act of 2002 and the
Securities and Exchange Act of 1934.

                                       -6-

                                   ARTICLE 8.
                               GENERAL PROVISIONS

     8.1  GRANT  AGREEMENT.  Each  Stock  Grant  made  under  this Plan shall be
evidenced  by a Stock Grant  Agreement  and shall be executed by the Company and
the  Participant.  The  Stock  Grant  Agreement  shall  contain  any  terms  and
conditions  required  by this Plan and such other  terms and  conditions  as the
Committee, in its sole discretion, may require,  including,  without limitation,
restrictions on the transferability of any Stock which are not inconsistent with
the Plan.

     8.2  MERGERS OR  CONSOLIDATIONS.  If the Company at any time  dissolves  or
undergoes  a  reorganization,   including,   without  limitation,  a  merger  or
consolidation with any other organization, in any manner or form whatsoever, and
the Company is not the surviving  organization  and the  surviving  organization
does not  agree to  assume  the  options  granted  pursuant  to this  Plan or to
substitute  options in place thereof,  the Stock Grants made under this Plan may
be  terminated,  subject to the procedures set forth in this Article 8. Prior to
any  termination  of  this  Plan  or  the  Stock  Grants  made  hereunder,  each
Participant  holding  an  outstanding  Stock  Grant not yet  exercised  shall be
notified of such  termination  and shall be provided a reasonable  period of not
less than fifteen (15) days in which to exercise  such Stock Option prior to its
termination,  to the extent such option is then exercisable.  The Committee may,
in its sole  discretion,  prescribe  such terms and  conditions as the Committee
deems  appropriate  and authorize the exercise of such Stock Grants with respect
to all shares covered in the event of a merger or consolidation. Any Stock Grant
not exercised in accordance  with such  prescribed  terms and  conditions  shall
terminate as of the date specified by the  Committee,  and  simultaneously,  the
Plan itself  shall be  terminated  without  further  order of the Company or the
Board of Directors.

     8.3  TERMINATION OF EMPLOYMENT.  Except as provided in Sections 5.4, 6.1 or
as otherwise  permitted by this Plan (or any Stock Grant  Agreement),  any Stock
Grant  made  pursuant  to  this  Plan  shall   immediately   terminate   upon  a
Participant's   termination  of  employment   with  the  Company,   unless  such
termination of employment occurs by reason of the death or retirement (including
early  retirement,  if  approved by the  Committee)  of the  Participant,  or on
account of the permanent and total  disability of the  Participant (as such term
is defined in Section  22(e)(3) of the Code and the regulations  therein).  Upon
retirement (including early retirement),  a Participant (or the administrator or
conservator of the  Participant's  estate) may, subject to Section 5.4(a) of the
Plan,  exercise any Stock Grant in full within three months of retirement or, if
the  Participant  retired or terminated  employment on account of "permanent and
total  disability"  (as that term is defined in Section  22(e)(3)  of the Code),
within one year of retirement.  If a Participant dies while in the employment of
the Company or within three months after retirement,  the Participant's personal
representative  of his or her estate or other  person who  acquired the right to
exercise such Stock Grant by bequest or inheritance or by reason of the death of
the deceased Participant may, subject to Section 5.4 of the Plan or any contrary
provision of the Stock Grant  Agreement,  exercise the option in full within one
year from the date of the Participant's death, unless such exercise period would
disqualify  such ISO as an incentive stock option under Section 422 of the Code,
but  the  Committee,  with  the  consent  of the  Participant,  may  waive  this
limitation.

     8.4  PAYMENT FOR STOCK. The exercise price for any shares of Stock acquired
through  the whole or partial  exercise of any Stock Grant shall be paid in full
in cash or immediately  available funds, or in Stock with a current market value
equal to all or a part of the exercise price, or both.

     8.5  COMPLIANCE  WITH APPLICABLE  LAWS AND  REGULATIONS.  Stock Grants made
under this Plan shall contain such  provisions  with respect to compliance  with
applicable  federal  and  state  law as the  Committee,  with the  advice of the
Company's counsel,  may deem appropriate,  including,  without  limitation,  any
provision necessary to comply with state or federal securities laws.

                                       -7-

     8.6  NO RIGHT TO EMPLOYMENT. Designation of an employee as a Participant in
this Plan for any purpose shall not confer on the employee the right to continue
in the  employment  of the Company or any right to receive a Stock Grant for any
Plan Year.

     8.7  TAXES. A Participant  shall be  responsible  for paying any taxes with
respect to a Stock Grant.  The Company is hereby  authorized to deduct any taxes
that  may  be  applicable  from  the  dollar  value  of  any  Stock  Grant  to a
Participant,  including,  without limitation,  FICA or FUTA, and the Company may
effect any such  deduction  by reducing the number of shares  acquired  upon the
exercise of Stock  Grants by the amount of such FICA or FUTA tax  liability,  or
may  make  other  reasonable  arrangements  for  the  payment  of any  such  tax
liability.

     8.8  EXPENSES.  All expenses incurred in connection with the administration
of this Plan shall be borne by the Company,  except as any Stock Grant Agreement
may otherwise provide.

     8.9  UNFUNDED  BENEFITS.  Nothing  in  this  Plan  shall  be  construed  as
requiring  the Company to establish a trust or to fund this Plan, or to create a
trust of any kind or any  fiduciary  relationship  between  the  Company and any
Participant, employee or Beneficiary.

     8.10 TRANSFERABILITY. Except as otherwise expressly permitted by this Plan,
no Stock  Grant made under this Plan shall be  transferable  by the  Participant
other  than  by will  or by the  laws of  descent  and  distribution.  During  a
Participant's  lifetime,  a Stock Grant made hereunder shall be exercisable only
by the  Participant and only if at all times during the period of time beginning
on the date the Stock  Grant is made and ending on the day three  months (or one
year, in the case of an employee or Independent  Director who retires on account
of becoming  "permanently and totally  disabled" within the meaning of that term
under  section  22(e)(3) of the Code)  before the date of exercise of such Stock
Grant,  such  Participant  was an  employee  or  director  of the  Company (or a
corporation or a parent  corporation or subsidiary  corporation of a corporation
assuming  an  option  in a  transaction  to  which  section  424(a)  of the Code
applies).

     8.11  EXPIRATION DATE OF PLAN. If not earlier  terminated,  this Plan shall
expire on February 5, 2013.  In no event shall any Stock Option be granted under
this Plan after  February 5, 2013.  In no event  shall any ISO be granted  under
this Plan after February 5, 2013.

     8.12 CORPORATE ACTION.  The issuance of a Stock Grant pursuant to this Plan
shall  not  affect  in any  way  the  right  or  power  of the  Company  to make
adjustments,  reclassifications,  reorganizations, or changes of any kind to its
capital or business  structure or to merge,  consolidate,  dissolve,  liquidate,
sell or transfer all or any part of its business or assets.

     8.13  RIGHTS AS A  SHAREHOLDER.  A  Participant  shall  have no rights as a
shareholder  of the  Company  with  respect to any shares of Stock  subject to a
Stock Grant made hereunder until the date of the issuance of a stock certificate
to the  Participant  for such  shares  pursuant to such Stock  Grant.  Except as
provided in Section 3.2, no adjustment shall be made for dividends  (ordinary or
extraordinary,  whether in cash, securities, or other property) or distributions
or other rights for which the record date precedes the date a stock  certificate
is issued to a Participant upon exercise of a Stock Grant.

     8.14  INVESTMENT  PURPOSE.  Unless the Stock  received  pursuant to a Stock
Grant  issued under this Plan is  registered  with the  Securities  and Exchange
Commission,  each Stock Grant is subject to the  condition  that the issuance of
the Stock  Grant and any Stock  issued  upon  exercise of the Stock Grant is for
investment  purposes  only,  and not  with a view to the  subsequent  resale  or
distribution of such Stock, unless such Stock is registered under the Securities
Act of 1933, as amended, or an exemption from registration is available.

                                       -8-

     8.15 INVESTMENT LETTER. Any Participant  exercising a Stock Grant shall, as
a condition to such  exercise,  execute and deliver to the Company an investment
letter in such form as the Board of Directors or the Committee,  with the advice
of the Company's legal counsel, may from time to time require.

     8.16  TERMINATION  OR  AMENDMENT  OF THE PLAN.  The  Board  may  terminate,
suspend,  discontinue,  modify  or amend  this Plan in any  respect  whatsoever,
except  that,  without  approval of the  shareholders  of the  Company,  no such
revision or amendment  shall change the number of shares of Stock of the Company
subject to the Plan,  change the designation of the class of employees  eligible
to receive options, decrease the price at which options may be granted or remove
the  administration  of the Plan  from the  Committee.  The  preceding  sentence
notwithstanding,  the Company may not  terminate  this Plan with  respect to any
issued and  outstanding  Stock Grant unless it gives the  Participant  notice of
termination and not less than 15 days in which to exercise such Stock Grant, but
only if such Stock Grant is then exercisable.

     8.17  APPLICATION OF FUNDS.  The proceeds  received by the Company from the
sale of shares of Stock  pursuant to the  exercise of Stock Grants shall be used
for general corporate purposes. 8.18 OBLIGATION TO EXERCISE GRANT. A Stock Grant
made  hereunder  shall impose no obligation on the  Participant to exercise such
grant.

     8.19 APPROVAL OF  SHAREHOLDERS;  TERMINATION OF PLAN.  This Plan,  shall be
effective as of June 1, 2003, subject to the approval of the shareholders of the
Company,  which approval must occur within the period beginning 12 months before
and ending 12 months  after  February  6, 2003.  The  Committee  may cause Stock
Grants to be made  under the Plan,  subject to the Plan  being  approved  by the
Company's shareholders within the period described above.

     8.20 GOVERNING  LAW. The Plan shall be governed by and construed  under the
laws of the State of Arizona.

     IN  WITNESS  WHEREOF,  the  foregoing  Plan was  approved  by the  Board of
Directors on February 6, 2003,  and is executed by the  undersigned  officers of
the Company, each being duly authorized to do so.


KNIGHT TRANSPORTATION, INC.,
an Arizona corporation


By /s/ Kevin P. Knight                 By: /s/ Timothy M. Kohl
   --------------------------------        -------------------------------------
   Kevin P. Knight,                        Timothy M. Kohl,
   Chief Executive Officer                 Secretary and Chief Financial Officer

                                       -9-

                  CERTIFICATION OF KNIGHT TRANSPORTATION, INC.

     IN WITNESS  WHEREOF,  this Plan was  adopted by the Board of  Directors  of
Knight Transportation, Inc. ("Knight") on February 6, 2003.

     DATED as of this 6th day of February, 2003.

                                        KNIGHT TRANSPORTATION, INC., an
                                        Arizona corporation

                                        By /s/ Timothy M. Kohl
                                           -------------------------------------
                                           Timothy M. Kohl,
                                           Secretary and Chief Financial Officer

                                      -10-

                                    EXHIBIT 2

                           KNIGHT TRANSPORTATION, INC.
                  AMENDED AND RESTATED AUDIT COMMITTEE CHARTER

                              AMENDED AND RESTATED
                         CHARTER OF THE AUDIT COMMITTEE
                                       OF
                             THE BOARD OF DIRECTORS
                                       OF
                           KNIGHT TRANSPORTATION, INC.

                                 OCTOBER 1, 2002

                                    RECITALS

     In June 1994,  the Board of Directors of Knight  Transportation,  Inc. (the
"Company")  appointed an Audit  Committee,  and that  committee,  since July 26,
1994, has maintained a written Charter specifying its duties.

     On  December  14,  1999,  the  Securities  and  Exchange   Commission  (the
"Commission")  issued Release No. 34-42231 (the "NASDAQ Release"),  amending the
rules  applicable  to  the   qualification   and   responsibility  of  directors
participating  on the audit committees of NASDAQ traded  companies.  On December
22,  1999,  the  Commission  issued  Release No.  34-42266  (the "SEC  Release")
amending,  among other rules,  the rules  applicable to audit committees for all
publicly traded companies.

     Congress enacted the  Sarbanes-Oxley  Act of 2002 on July 30, 2002,  which,
among other things,  amended  certain laws and  regulations  applicable to audit
committees  of  companies  subject to the  reporting  requirements  pursuant  to
Section 13 (a) or 15(d) of the Securities Exchange Act of 1934.

     The Board of  Directors of the Company (the  "Board")  believes  that it is
appropriate to amend and restate the Charter of the Audit Committee of the Board
of Directors of Knight  Transportation,  Inc. (the "Charter") to comply with the
applicable   provisions  of  the  NASDAQ  Release,   the  SEC  Release  and  the
Sarbanes-Oxley  Act of 2002.  Accordingly,  the  Charter is hereby  amended  and
restated,  in its  entirety,  as follows,  effective  as of October 1, 2002,  to
reflect the directives of the Company's Board.

                                     CHARTER

     1.   PURPOSE OF AUDIT  COMMITTEE.  The purpose of the Audit Committee is to
provide  independent  and  skilled  guidance  to the  Board  in  fulfilling  its
responsibility  to ensure the fairness and accuracy of the  Company's  financial
statements;  to ensure the existence of appropriate internal financial controls;
to ensure the independence of the independent  public accounting firm engaged to
audit the Company's financial  statements (the "external  auditors");  to render
the reports  required of the Audit Committee  pursuant to Item 306 of Regulation
S-K; and to allow the Company to make the  disclosures  required by Item 7(d)(3)
of Schedule 14(A) and related Commission regulations.

     2.   QUALIFICATIONS  OF AUDIT COMMITTEE.  The Audit Committee shall consist
of not less than  three  directors  nor more than five  directors,  each of whom
shall not accept any consulting,  advisory,  or other  compensatory fee from the
Company  or be  affiliated  with the  Company  or any of its  subsidiaries,  and
qualifies  as an  "independent  director"  as defined by Rule 4200 of the NASDAQ
Stock Market,  Inc.'s listing  requirements,  unless  exceptional  circumstances
exist that, under NASDAQ listing  requirements,  would allow the Audit Committee
to include one non-independent  director member, who may not be either a current
employee or immediate  family member of a current  employee.  Each member of the
Audit  Committee  shall be able to read  and  understand  financial  statements,
including  the  Company's  balance  sheet,  income  statement,   and  cash  flow
statement.  Additionally,  at least one member of the Audit Committee shall be a
"financial  expert" who, in accordance with  Securities and Exchange  Commission
rules,  by  education  and  experience  as a public  accountant  or auditor or a
principal financial officer,  comptroller,  or principal  accounting officer, or
from a position  involving  similar  functions  and has, in the  judgment of the

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Board,  an  understanding  of  generally  accepted  accounting   principles  and
statements  and the  application  of such  principles  in  connection  with  the
accounting for estimates,  accruals, and reserves; experience in the preparation
of  auditing  of  financial  statements  of  generally   comparable   companies;
experience with internal  accounting  controls;  and an  understanding  of audit
committee functions.

     3.   DUTIES OF THE AUDIT  COMMITTEE.  Subject  to the  second  sentence  of
Paragraph 10, below,  the Audit  Committee will perform the following  duties in
the manner and priority the Audit Committee determines, in its discretion, to be
appropriate under the circumstances:

          (a)  Review the Company's earnings  statements and forecasts,  if any,
with management and with the Company's external auditors prior to the release of
such statements to the public;

          (b)  Assure  that  the  Company's  interim  financial  statements  are
reviewed  by the  Company's  external  auditors,  as  required  by  Item  306 of
Regulation S-K prior to the filing of such interim financial statements with the
Commission as part of the Company's report on Form 10-K;

          (c)  Review and discuss the  Company's  audited  financial  statements
with management;

          (d)  Review and discuss the  Company's  audited  financial  statements
with the Company's  external  auditors and review those  matters  required to be
discussed by SAS-61, as modified or supplemented from time to time;

          (e)  Receive from the  Company's  external  auditors,  formal  written
statements and disclosures and the letter from the Company's  external  auditors
required  by  Independent  Standards  Board's  Standard  No. 1, as  modified  or
supplemented,  and discuss with the external  auditors their  independence,  and
review all audit and other services  performed by the external  auditors for the
Company to assure that such services do not  compromise  the external  auditors'
independence;

          (f)  Review  and  consider  and,  to the extent  necessary,  engage in
direct dialogue with the external  auditors with respect to any relationships or
services provided by the external auditors to the Company or any other affiliate
of the Company or any party that may affect the  objectivity or  independence of
the external  auditors and take, or recommend  that the Board take,  appropriate
action to ensure the independence of the external auditors;

          (g)  Review  annually  the  scope  of  the  external  auditors'  work,
including any non-auditing or consulting services;

          (h)  Review with the Company's  external auditors all adjustments made
to the Company's audited financial statements, including a reconciliation of any
adjustments  made  in  the  audited  financial  statements  from  the  Company's
quarterly interim financial statements;

          (i)  Review with  management and the Company's  external  auditors any
significant  financial  reporting  issues or judgments  called for in connection
with the  preparation  of the  Company's  financial  statements,  including  the
adequacy  and  appropriateness  of  any  reserves,   policies  relating  to  the
recognition  of  revenue,  the  quality  and  appropriateness  of the  Company's
accounting  principles,  and any other  matters  which,  in the  judgment of the
Committee or the Company's  external  auditors,  could have a material impact on
the Company's financial statements;

          (j)  Meet with the Company's  external auditors and with management to
review and assess any material  financial  risk  exposure to the Company and the
steps management has or plans to take to monitor and control financial risk;

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          (k)  Review with the Company's  external  auditors and  management the
adequacy of the Company's internal financial controls and reporting systems;

          (l)  Confer with the Company's  external  auditors whether any matters
described in Section 10A of the Securities and Exchange Act of 1934 have come to
the attention of the external auditors;

          (m)  Review any major changes to the Company's auditing and accounting
policies  and  practices  suggested  by the  Company's  external  auditors or by
management.  (In undertaking the duties  specified  herein,  the Audit Committee
will, in accordance  with SAS-61,  communicate  with the external  auditors with
respect to (1) methods used to account for significant or unusual  transactions;
(2) the effect of significant  accounting  policies in controversial or emerging
areas for which there is a lack of authoritative guidance or consensus;  (3) the
process used by  management in  formulating  particularly  sensitive  accounting
estimates,   and  the  basis  for  the  auditors   conclusions   regarding   the
reasonableness  of those estimates;  and (4) disagreements  with management,  if
any, over the application of accounting  principles,  the basis for management's
accounting   estimates,   and  the   disclosures  in  the  Company's   financial
statements);

          (n)  Recommend  annually the selection and engagement of the Company's
external  auditors and review their fees and the proposed  scope and plan of the
annual audit;

          (o)  Review the external auditors'  management letter and consider any
comments  made by the  external  auditors  with respect to  improvements  in the
internal  accounting  controls of the Company,  consider any  corrective  action
recommended by the external auditors,  and review any corrective action taken by
management;

          (p)  Review and devote  attention to any areas in which management and
the  Company's  external  auditors  disagree and  determine the reasons for such
disagreement;

          (q)  Review  the   performance  of  the  external   auditors  and,  if
appropriate,  recommend that the Board replace any external  auditor  failing to
perform satisfactorily;

          (r)  Review the performance of the Company's  Chief Financial  Officer
and Controller;

          (s)  Review any difficulties any external auditor may have encountered
with respect to  performance of an audit,  including,  without  limitation,  any
restrictions placed upon the scope of the audit on access to information, or any
changes in the proposed scope of the audit;

          (t)  Provide,  as  part  of the  Company's  proxy  filed  pursuant  to
Regulation  14A or 14C,  as  applicable,  the  report  required  by Item  306 of
Regulation  S-K, and cause a copy of that report to be included  annually in the
Company's proxy solicitation materials;

          (u)  Review any and all complaints  received by the Company  regarding
accounting,  internal  accounting  controls or auditing matters and determine in
its good faith business  judgment the proper course of action to be taken by the
Audit  Committee  and the  Company  with  respect to each  individual  complaint
received,  including conducting  investigations and taking corrective action, to
the extent necessary; and

          (v)  Periodically  review  the  adequacy  of  this  Charter  and  make
recommendations to the Board with respect to any changes in the Charter.

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     4.   ACCESS TO INFORMATION. In order to perform its obligations,  the Audit
Committee shall have  unrestricted  access to all relevant internal and external
Company information and to any officer, director or employee of the Company.

     5.   COMPLAINTS, EMPLOYEE ACCESS TO AUDIT COMMITTEE.

          (a)  The Audit  Committee shall establish a procedure for the receipt,
retention  and  treatment  of  complaints  received  by the  Company  and  Audit
Committee  on issues  regarding  accounting,  internal  accounting  controls  or
auditing  matters,  and the  confidential  anonymous  submission by employees of
issues or concerns regarding questionable accounting or auditing matters.

          (b)  Any  person  employed  by the  Company  and any of the  Company's
independent  contractors  will have access to the Audit  Committee to report any
matter which such person believes would be of interest to the Audit Committee or
of general concern to the Audit  Committee or the Board.  Contacting a member of
the Audit Committee to report any irregularity,  questionable activity, or other
matter will not subject the person making the report to discipline.

     6.   FREQUENCY  OF  MEETINGS.  The Audit  Committee  will meet each quarter
prior to the release of the Company's earnings statements to review the earnings
release.  In addition,  the Audit Committee will convene if a meeting is noticed
by its Chairman, any member of the Audit Committee, any member of the Board, the
Chief Financial Officer, or the Chief Executive Officer.

     7.   ACCESS TO LEGAL COUNSEL.  The Audit Committee,  at its request,  shall
have access to the Company's  outside legal counsel,  and, if requested,  to its
own  independent  legal  counsel.  The Company will pay for the cost of any such
legal counsel.

     8.   MEETING PROCEDURES.

          (a)  Members  of the Audit  Committee  shall  endeavor  to attend  all
meetings of the Committee.  The Audit  Committee may meet  telephonically  or in
person and may take action,  with the written consent of all members. A majority
of the Audit Committee will constitute quorum for all purposes.

          (b)  Written  minutes will be maintained for each meeting of the Audit
Committee.

          (c)  The Audit  Committee,  at least once a year,  will meet privately
with the Company's external and internal auditors,  and no representative of the
Company's  management  shall attend such  meetings.

     9.   OTHER DUTIES.  The Audit  Committee  will perform such other duties as
the Board may assign to it.

     10.  LIMITATION OF AUDIT  COMMITTEE  DUTIES.  The Audit Committee is not an
investigative  committee  of the Board and shall have no  investigative  duties,
unless  expressly  assigned  to the  Audit  Committee  by the  Board.  The Audit
Committee  will exercise its business  judgment in  performing  its duties under
this Charter,  including  the duties  outlined in Paragraph 3, and may emphasize
and  prioritize  those  duties and  responsibilities  set forth  above which the
Committee,  in its  discretion  and judgment,  believes are the most  important,
given  the  particular   circumstances.   The  external  auditors  shall  remain
ultimately  accountable to the Company's Board and the Audit  Committee,  as the
designated representatives of the Company's shareholders. Accordingly, it is not
the duty of the Audit Committee to undertake the audit of the Company itself, to
plan the audit,  or to undertake  any of the  responsibilities  of the Company's
internal or external auditors. The Audit Committee is not required to follow the
procedures  required  of  auditors in  performing  reviews of interim  financial

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statements of audited  financial  statements.  In performing its functions,  the
Audit Committee may rely upon information  provided to it by management,  by the
Company's  internal and external  auditors,  or by legal  counsel.  This Charter
imposes no duties on the Audit  Committee  or its members  that are greater than
those  duties  imposed by law upon a director  of an Arizona  corporation  under
Section  10-830  of the  Arizona  Revised  Statutes  or  upon a  director  under
applicable  Federal law,  including the Sarbanes-Oxley Act of 2002. If any claim
is asserted against the Audit Committee, any of its members, or the Company by a
shareholder  or any other person,  nothing in this Charter shall be construed to
limit or restrict any defense  available to the Audit  Committee,  to any of its
members, or to the Company.


DATED: October 1, 2002


/s/ Don Bliss
----------------------------------
Don Bliss, Chairman and Member
Audit Committee

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