SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

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
[X]  Definitive Proxy Statement                 Commission Only (as permitted
[ ]  Definitive Additional Materials            by Rule 14a-6(e)(2))
[ ]  Soliciting Material Pursuant to
     Rule 14a-11(c) or Rule 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)(1) 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):

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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:
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                           NOTICE AND PROXY STATEMENT

                                       FOR

                                   MAY 8, 2002

                         ANNUAL MEETING OF SHAREHOLDERS

                                       OF

                           KNIGHT TRANSPORTATION, INC.










                                  APRIL 5, 2002

                           NOTICE AND PROXY STATEMENT
                                       FOR
                                   MAY 8, 2002
                         ANNUAL MEETING OF SHAREHOLDERS
                                       OF
                           KNIGHT TRANSPORTATION, INC.

TO OUR SHAREHOLDERS:

     You are cordially invited to attend the 2002 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 8, 2002,  at The Wigwam Resort Hotel,  300
East Wigwam Boulevard, Litchfield Park, Arizona 85340. The purpose of the Annual
Meeting is to:

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

     2.   Approve an amendment to the Articles of  Incorporation,  extending the
          present   super-majority   provision  in  the  Company's  Articles  of
          Incorporation for three years;


     3.   Approve an amendment to the  Company's  Stock Option Plan (the "Plan")
          adding  300,000  shares of the Company's  common stock to the Plan for
          the issuance of stock options; 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 21, 2002,
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 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  2001  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 5, 2002


                           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 AMEND ARTICLES OF INCORPORATION......................6
  ITEM NO. 3. APPROVAL OF ADDITIONAL SHARES FOR THE STOCK OPTION PLAN..........6
  SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS..................................7

CORPORATE GOVERNANCE -- MEETINGS AND COMPENSATION OF THE
  BOARD OF DIRECTORS AND ITS COMMITTEES........................................8
  COMMITTEES OF THE BOARD OF DIRECTORS.........................................9
  EXECUTIVE COMMITTEE..........................................................9
  AUDIT COMMITTEE AND AUDIT COMMITTEE REPORT...................................9
  REPORT OF THE AUDIT COMMITTEE OF KNIGHT TRANSPORTATION, INC..................9
  COMPENSATION COMMITTEE......................................................12
  OTHER COMMITTEES............................................................12
  COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934........12

EXECUTIVE COMPENSATION........................................................12
  SUMMARY COMPENSATION TABLE..................................................13
  LONG TERM INCENTIVE PLAN....................................................14
  EMPLOYMENT AGREEMENTS.......................................................14
  STOCK OPTION PLAN...........................................................14
  401(k) PLAN.................................................................14
  COMPENSATION COMMITTEE, COMPENSATION COMMITTEE INTERLOCKS,
  REPORT ON EXECUTIVE COMPENSATION............................................16
  STOCK PERFORMANCE GRAPH.....................................................18

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................................19
  COMPANY'S PURCHASE AND LEASE OF PROPERTIES..................................19
  CONCENTREK INVESTMENT.......................................................19
  KNIGHT FLIGHT...............................................................20
  TRANSACTIONS WITH AFFILIATES................................................20
  CERTAIN BUSINESS RELATIONSHIPS..............................................20

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

SHAREHOLDER PROPOSALS.........................................................23

OTHER MATTERS.................................................................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 8, 2002.
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 FOR the  Director  Nominees  named  below,  and FOR the  Amendment  to our
Articles  of  Incorporation  extending  the  present  super-majority   provision
required to approve a merger or consolidation  or the sale of substantially  all
of the Company's  assets and FOR the addition of 300,000  shares of common stock
par value  $0.01 per share (the  "Common  Stock") for  issuance  under our Stock
Option Plan.  We also expect to ratify the selection of our  independent  public
accountants for 2002 at the Annual  Meeting.  At the time of the mailing of this
Proxy  Statement,  our  Board  of  Directors  had  not  selected  the  Company's
independent  accountants  for 2002. SEE "SELECTION OF INDEPENDENT  ACCOUNTANTS,"
below.


     The Proxy Statement,  proxy card, and our Annual Report was first mailed on
or about April 5, 2002,  to  shareholders  of record at the close of business on
March 21, 2002 (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 21, 2002,  there were  approximately  36,932,128  shares of our
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

                                       -1-

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 2001 Annual Report to Shareholders  that was mailed
on or about  April 5,  2002,  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 I 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 8, 2002.  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 2002 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.
Class I 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 I DIRECTORS
                                (THREE-YEAR TERM)

                                 Donald A. Bliss
                                 Timothy M. Kohl
                                  Mark Scudder

     Each nominee to the Board of  Directors  has  consented  to serve.  Messrs.
Randy  Knight,  Kevin P.  Knight,  Gary J.  Knight,  and  Keith T.  Knight,  who
collectively  have  voting  power  over  approximately  36%  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.

     THE BOARD OF  DIRECTORS  UNANIMOUSLY  RECOMMENDS A VOTE FOR THE ELECTION OF
THE BOARD OF 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)   69     Director
     Timothy M. Kohl         54     Chief Financial Officer, Secretary, Director
     Gary J. Knight(2)(4)    50     President, Director
     Keith T. Knight(2)      47     Executive Vice President, Director
     Kevin P. Knight(2)(4)   45     Chairman of the Board, Chief Executive
                                      Officer, Director
     Randy Knight(2)         53     Director
     G.D. Madden(1)(3)       62     Director
     Matt Salmon(1)          44     Director
     Mark Scudder(3)(4)      39     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.

                  BIOGRAPHICAL INFORMATION CONCERNING DIRECTORS
                      AND EXECUTIVE OFFICERS OF THE COMPANY

     DONALD A. BLISS was elected to our Board of  Directors  in  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,  when he was selected by the Board to replace
Mr. Clark Jenkins,  who had resigned from the Company to take another  position.
Mr. Kohl served as Vice President of Human  Resources for us 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  since 1989 and he  resigned as an officer and Vice  Chairman of the
Board of Directors on July 31, 1999.  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.

                                       -4-


     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
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.  Prior to joining APCO, 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.  Mr.  Salmon is currently a candidate  for the
office of Governor of the State of Arizona.


     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.


                                      -5-

             ITEM NO. 2. PROPOSAL TO AMEND ARTICLES OF INCORPORATION


     Article  XI  of  our  Restated  Articles  of  Incorporation  ("Articles  of
Incorporation")  requires the approval by a sixty-seven  percent (67%)  majority
vote of our shareholders  entitled to vote in order to effect the sale of all or
substantially  all  of our  assets,  any  share  exchange,  plan  of  merger  or
consolidation  pursuant to which our outstanding  Common Stock is converted into
cash or other  consideration.  This provision  expires on December 31, 2002. The
proposed amendment to our Articles of Incorporation  would extend this provision
until  December 31, 2005,  and require the approval of sixty seven percent (67%)
of  our  issued  and  outstanding  shares  to  approve  any  offer  to  purchase
substantially  all of our  assets  or any  share  exchange,  plan of  merger  or
consolidation,  or other  transaction  pursuant to which our outstanding  Common
Stock is exchanged, acquired or converted into cash or other consideration.  The
amendment does not require  shareholder  approval for us to acquire the stock or
assets of another  entity by merger,  share  exchange or  otherwise  through the
issuance of our stock or payment of cash.  This provision  would expire December
31, 2005. If the proposed amendment is adopted, Messrs. Kevin P. Knight, Gary J.
Knight, Keith T. Knight and Randy Knight, collectively,  owners of approximately
36% of our  outstanding  Common  Stock,  would have the  ability to prevent  any
change of control of the Company.  A copy of the amendment language is set forth
in EXHIBIT 1 to this Proxy Statement.


     THE BOARD OF DIRECTORS  UNANIMOUSLY  RECOMMENDS THAT  SHAREHOLDERS  APPROVE
THIS AMENDMENT TO THE ARTICLES OF INCORPORATION.

     ITEM NO. 3. PROPOSAL TO APPROVE THE  AUTHORIZATION OF ADDITIONAL  SHARES TO
BE RESERVED FOR ISSUANCE UNDER THE STOCK OPTION PLAN

     We  currently  maintain  a Stock  Option  Plan (the  "Plan")  to enable our
officers,  directors  and certain key and  critical  line  employees,  including
drivers and other employees, to participate in the ownership of the Company. The
Plan 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 Plan is  administered  by the  Compensation  Committee of our
Board  of  Directors  (the  "Compensation  Committee").   The  Plan  allows  the
Compensation   Committee  to  grant   incentive   stock  options   ("ISOs")  and
nonqualified  stock  options  ("NSOs") to our  employees  as a form of incentive
compensation.

     All stock grants made under the Plan are  evidenced by a written  agreement
between the Company and the participant. Stock options issued under the Plan are
at the fair market value of a share of Common Stock on the date of grant, except
for  automatic  options  issued to directors  upon their  election to the Board,
which  may be issued at 85% of fair  market  value as of the date of grant.  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 Plan will
expire on August 31, 2004.  We have  reserved the right to  terminate,  suspend,
discontinue,  modify or amend the 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  Company  stock  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 Compensation  Committee.  Notwithstanding this limitation,  we will not
terminate the Plan with regard to any  outstanding  stock grant unless notice of

                                      -6-

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.


     At the Annual Meeting,  shareholders  will be asked to approve the addition
of 300,000 more shares of our Common Stock to be available for stock grants made
under the Plan.  These  additional  shares will be subject to the same terms and
conditions under the Plan as the current shares available for issuance under the
Plan.

     The Plan was  established  in 1994 and 650,000  shares of Common Stock were
reserved for issuance  thereunder.  The Plan was amended and restated in 1998 to
increase the number of shares  reserved for issuance to 1,000,000.  Due to stock
splits,  as of March 21, 2002,  a total of 3,375,000  shares of our Common Stock
are currently  available for stock grants,  after giving effect to the Company's
three for two stock splits on December 28, 2001, June 1, 2001, and May 28, 1998.
Of  these  3,375,000  shares,   2,819,281  shares  are  subject  to  issued  and
outstanding  option grants and 555,719 shares are available for new stock grants
as of March 21, 2002.

     To assure the Plan's  continuation and the continued  availability of stock
options  for  employees  and  officers,  in March 2002,  our Board of  Directors
authorized  an  additional  300,000  shares of Common Stock to be available  for
stock grants made under the Plan,  subject to approval of our shareholders.  The
Board of  Directors  believes  that our stock option  program is an  appropriate
vehicle for  recognition  of employee  performance  and providing  incentives to
employees  for  continued  performance  and that the Plan has been  effective in
aligning the interests of our employees with our shareholders.  If the amendment
to the Stock  Option Plan is approved by  shareholders,  ownership of our issued
and outstanding  Common Stock would increase by as much as nine percent (9%), if
all issued and outstanding  options are exercised and all shares of Common Stock
reserved for the issuance of stock options are in fact issued as stock  options.
A copy of the  amendment  language  is set  forth  in  Exhibit  2 to this  Proxy
Statement.


     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS APPROVE THE
ADDITION OF SHARES OF OUR COMMON STOCK TO THE PLAN.

                      SELECTION OF INDEPENDENT ACCOUNTANTS


     Arthur Andersen LLP,  independent public accountants  ("Arthur  Andersen"),
has served as our principal  accounting  firm during the year ended December 31,
2001.  Arthur Andersen has served as our  independent  public  accountant  since
1994.  A  representative  of Arthur  Andersen  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.

     The Board of  Directors  customarily  asks  that  shareholders  ratify  and
approve the Board's  selection of our  independent  public  accountants.  At the
mailing of this Proxy Statement our Board of Directors, in order to evaluate the
cost of audit  services,  elected to solicit from the largest public  accounting
firms requests for proposals to serve as our independent  public accountants and
had not selected the Company's  independent  public  accountants for the current
fiscal year.  Our Board of Directors will review and consider the proposals made
by  independent  public  accountants  and will  select  the  independent  public
accounting firm for this year. The Board of Directors  anticipates  that it will
select one of the "Big Five" accounting firms to serve as our independent public
accountants for the fiscal year ended December 31, 2002; namely Arthur Andersen,
Deloitte & Touche, Ernst & Young LLP, KPMG LLP, or Pricewaterhouse  Coopers. The
Board may ask that shareholders  ratify its selection.  We have no disagreements
with our current independent public accountant,  Arthur Andersen,  and have been
satisfied with all services rendered by Arthur Andersen to us to date.


                                      -7-

                       FISCAL YEAR 2001 AUDIT FEE SUMMARY

     During fiscal year 2001, Arthur Andersen provided services in the following
categories to us and was paid the following amounts:

     Audit Fees                                                    $110,295

     Financial Information System Design and Implementation        $      0

     Other

          Other Audit Related Fees                                 $ 63,000

          All Other                                                $ 12,776


     The  non-audit  fees we paid Arthur  Andersen  related to our public  stock
offering made in November 2001, pursuant to a registration  statement filed with
the Securities and Exchange Commission.



     The Audit  Committee  has  considered  whether the  provisions of non-audit
services by Arthur Andersen, as our principal auditor for the fiscal year ending
December 31, 2001, 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, 2001,  our Board of Directors met on six occasions,
including  twice by telephonic  meeting.  Each of the directors  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.

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.  Independent Directors appointed to the
Board of  Directors  also receive an automatic  grant of a  non-qualified  stock
option  ("NSO") 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. The exercise price
of a 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 one year after  election as a
director.  The Board of  Directors  has granted  each of Donald A.  Bliss,  G.D.

                                      -8-

Madden,  Matt  Salmon and Mark  Scudder,  an NSO for 2,500  shares of our Common
Stock at  original  exercise  prices  of  $13.18,  $20.19,  $22.87  and  $11.75,
respectively.

     Members of the Board of Directors  also have the option to accept shares of
our Common Stock in lieu of director's 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.

     Mr. Randy Knight, who is one of our directors,  also serves as a consultant
to us and receives $50,000 per year for his consulting services.  The consulting
agreement with Mr. Knight is terminable at the election of either party.

COMMITTEES OF THE BOARD OF DIRECTORS


     The Board of Directors  has  established  three (3)  committees,  which are
authorized  to act on  behalf  of the  Board in their  respective  spheres:  the
Executive  Committee,  the Audit Committee and the Compensation  Committee.  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  Knight,  Gary Knight,  Don Bliss,  and Mark  Scudder.  The
Executive Committee met once in 2001.

                   AUDIT COMMITTEE AND AUDIT COMMITTEE REPORT

     The Audit  Committee for 2001 was composed of Donald A. Bliss,  G.D. Madden
and Matt Salmon. Mr. Bliss served as Chairman of the Audit Committee.  The Audit
Committee  met five times  during 2001.  Since 1994,  the Audit  Committee,  has
operated  pursuant  to  a  written  charter  detailing  its  duties.  The  Audit
Committee's  Charter is set forth in EXHIBIT 3, below. All of the members of the
Audit  Committee  are  independent  directors,  as defined  in the NASDAQ  Stock
Market's Listing Rule 4200. 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 ON 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.

                                  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

                                      -9-

     statements;  (2) the independence of the Company's  external auditors;
     and  (3)  the   Company's   compliance   with  legal  and   regulatory
     requirements.

          For the fiscal year ending December 31, 2001,  Donald Bliss, G.D.
     Madden and Matt Salmon  comprised  the Audit  Committee.  Donald Bliss
     acted as the Chairman.  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.

          The  directors   who  serve  on  the  Audit   Committee  are  all
     "independent"   for  purposes  of  the  NASDAQ  Stock  Market  listing
     standards.  That is,  none of the members  has 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. A copy of the Audit Committee's
     charter may be found in Exhibit 3 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 auditing
     standards and issuing a report thereon.  In performing its duties, the
     Audit Committee has discussed the Company's financial  statements with
     management and with the Company's independent auditors and, in issuing
     this report, has relied upon the responses and information provided to
     the  Audit  Committee  by  management  and the  Company's  independent
     auditors.

          Management  of the  Company has  primary  responsibility  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
     operation 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,  2001,  the  Audit
     Committee:

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

          (2) Discussed with Arthur Andersen 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) Reviewed and discussed the written disclosures and the letter
     from the Company's  independent  auditors the matters  relating to the
     auditor's independence from the Company.


          (4) Reviewed other matters with management and with the Company's
     independent   auditors  that  came  to  the  attention  of  the  Audit
     Committee.


                                      -10-

          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,  2001,  filed with the  Securities  and  Exchange
     Commission.

     Donald Bliss, Chairman                                February 6, 2002
     G.D. Madden, Member                                   February 6, 2002
     Matt Salmon, Member                                   February 6, 2002



                           (Intentionally Left Blank)



                                      -11-

                             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 full Board of Directors. The Compensation
Committee  also reviews and approves stock options  granted by the Company.  The
Compensation  Committee  met  formally  once in  2001 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.


                                OTHER COMMITTEES

     We do not  maintain  a standing  nominating  committee  or other  committee
performing a similar function.

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.  During the 2001 fiscal year,  certain of
our officers were late in filing Section 16(a) forms with the SEC. In June 2001,
Keith  Knight,  Randy Knight,  Gary Knight and Bruce Beck,  Jr. failed to timely
file  Section  16(a)  forms  as a  result  of the late  receipt  of  information
concerning their respective transactions.  Matt Salmon failed to timely file his
Form 3 as a result of an  administrative  oversight  that  caused a delay in the
issuance of paperwork for his automatic  stock option grant upon his election to
our Board in May 2001.  Mike Breton and Cory  Webster  were not timely in filing
Section  16(a) forms in November  2001 due to a delay in receiving  information.
All reports  have since been filed.  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 2001 fiscal year,  all other
Section  16(a)  filing  requirements  applicable  to  our  directors,  executive
officers and greater than 10% beneficial owners were complied with.


                             EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

     The table which follows sets forth information concerning  compensation for
the fiscal years ended December 31, 2001,  2000, and 1999 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

                                      -12-

salary and bonus  exceeded  $100,000 for the fiscal year ended December 31, 2001
(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,     2001    265,000        0            0              0           0          0            1,725
Chairman, Chief      2000    260,000        0            0              0           0          0            2,220
Executive Officer    1999    250,000        0            0              0           0          0            2,220

Gary J. Knight,      2001    265,000        0            0              0           0          0            2,840
President            2000    260,000        0            0              0           0          0            2,840
                     1999    250,000        0            0              0           0          0            2,840

Keith T. Knight,     2001    265,000        0            0              0           0          0            1,865
Executive Vice       2000    250,000        0            0              0           0          0            2,460
President            1999    250,000        0            0              0           0          0            2,460

Timothy M. Kohl      2001    136,067     20,000          0              0        22,500        0            1,130
Chief Financial      2000    132,000     15,000          0              0        31,500        0              625
Officer, Secretary   1999        n/a


Cory Webster, Vice   2001    135,000     15,000          0              0         6,000        0              625
President            2000    120,000     15,000          0              0         9,000        0              625
                     1999    120,000     30,000          0              0         6,750        0              625



The following table sets forth stock options granted to Named Executive Officers
in 2001:



                    NUMBER OF     PERCENT OF
                   SECURITIES    TOTAL OPTIONS
                   UNDERLYING     GRANTED TO    EXERCISE OR
     NAMED           OPTIONS     EMPLOYEES IN    BASE PRICE   EXPIRATION
   OFFICER(1)       GRANTED(#)       2001          ($/SH)        DATE       5%($)     10%($)
   ----------       ----------       ----          ------       -------    -------    -------
                                                                    
Timothy M. Kohl       22,500          3.4          $11.00       9/17/11    196,178    217,305
Cory Webster           6,000          .93          $11.00       9/17/11     52,314     57,948


     Except as set forth above,  no stock  appreciation  rights  (SARs) or other
options were granted  during the 2001 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, 2001.


----------
(1)  In 2001, 2000 and 1999, 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 for Mr. Kohl, during 2001, which will
     be reimbursed to the Company upon termination or payment of the policy.


                                      -13-

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                  AND OPTION VALUES AS OF DECEMBER 31, 2001(1)




                                                 NUMBER OF UNEXERCISED          VALUE OF UNEXERCISED
                                               OPTIONS AT FISCAL YEAR END      IN-THE-MONEY OPTIONS AT
                    SHARES                          12/31/01(#)(2,3)        2001 FISCAL YEAR END($)(2,3,4)
                  ACQUIRED ON     VALUE       ---------------------------   ------------------------------
      NAME        EXERCISE(#)   REALIZED($)   EXERCISABLE   UNEXERCISABLE    EXERCISABLE   UNEXERCISABLE
      ----        -----------   -----------   -----------   -------------    -----------   -------------
                                                                            
Timothy M. Kohl     10,936       $178,380         6,750         64,125        $   76,891      $648,333
Cory Webster         9,800        166,735        87,116         18,375         1,270,512       261,286



----------
(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 2001.
(2)  Any option  exercisable  within 60 days of December 31, 2001, 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 $18.78 of our  Common  Stock on  December  31,
     2001.

                                      -14-

LONG TERM INCENTIVE PLAN


     Other  than our Stock  Option  Plan in which  none of our  Named  Executive
Officers,  other than Mr. Timothy M. Kohl and Cory Webster,  participate,  we do
not  have  a  long-term  incentive  plan  and  we  have  not  issued  any  stock
appreciation rights.


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 (the "Plan"
or the "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.  The Plan was  amended  and
restated during 1998 to authorize the grant of options for an additional 350,000
shares of Common Stock under the Plan, for a total of 1,500,000 shares of Common
Stock,  after giving effect to our 1998 stock dividend.  The Plan is designed to
attract and retain directors, executive officers, our key employees and critical
line  employees,  and to  provide  long-term  incentives  to those  persons.  In
authorizing  stock grants under the 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 March 21,  2002,  we had  granted  options to
employees  and  directors  to  purchase  2,819,281  shares of our Common  Stock;
555,719  Shares of Common  Stock were  reserved for the issuance of future stock
options and grants.  SEE "ITEM NO. 3, PROPOSED TO APPROVE THE  AUTHORIZATION  OF
ADDITIONAL  SHARES TO BE RESERVED  FOR ISSUANCE  UNDER THE STOCK  OPTION  PLAN,"
above, for additional information about the Stock Option 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 2001, our  contribution was $625 per
participant.  The 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, 2001,  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.

                                      -15-

     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.


     We do not maintain a defined benefit plan.


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 2001 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 that links 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,  without regard
     to  compensation.  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 M. Kohl,  Chief
     Financial  Officer and Secretary,  and Cory Webster,  Vice  President,
     each of whom 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

                                      -16-

     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, which will reward  executives,  as long as the
     Company  continues to perform well.  The  Committee  believes that the
     Stock  Option  Plan  is  an  effective  tool  for  accomplishing  this
     objective.

          In  reviewing  base  salaries of senior  management  for 2001 and
     salary  compensation for 2001-2002,  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 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.

                             COMPENSATION COMMITTEE

                             Mark Scudder, Chairman
                             G. D. Madden, Member
                             February 6, 2002

                           (Intentionally Left Blank)

                                      -17-

                          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, 1997 to December 31,
2001.  The graph  assumes  that $100 of our Common  Stock was  purchased on
December 31,  1997,  at a price of $8.22 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             12/31/1997   12/31/1998   12/31/1999   12/31/2000   12/31/2001
-----------------             ----------   ----------   ----------   ----------   ----------
                                                                     
Knight Transportation, Inc.     100.00       144.26        92.57       104.05       228.45

NASDAQ Stock Market             100.00       140.91       254.57       474.16       374.33

NASDAQ Trucking &
Transportation Stocks Index
(the "peer" group)              100.00        90.36        86.12        78.28        99.62



                                      -18-

                 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, 2001,  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  $81,000 to, or on behalf of, Total  Warehousing
and Randy Knight for the year ended  December  31, 2001.  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
$5,300 to Total  Warehousing  for these services for the year ended December 31,
2001.

     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 $90,000 during 2001 for key employees' life insurance
premiums.  The  total  premiums  paid are  included  in  "other  assets"  in the
consolidated  balance  sheet  attached  to our Form  10-K.  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.


CONCENTREK INVESTMENT

     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.  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

                                      -19-


substantially  all of  Concentrek's  assets,  and certain other major  corporate
events. Through a limited liability company, we have lent $824,500 to Concentrek
to fund start-up  costs and are committed to loan an additional  $110,500  under
this  promissory  note.  The loan is  evidenced  by a  promissory  note  that is
convertible after five years, at our option, into Concentrek's Class A Preferred
Stock and is secured by a first lien on Concentrek's assets. In October 2001, we
agreed to lend directly to  Concentrek  an additional  $1.4 million on a secured
basis to provide  additional  working  capital.  This note is secured by a first
lien on  Concentrek's  assets.  Our loans to  Concentrek  have priority over the
loans made by the Knights described below.

     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 lent to Concentrek the sum
of  $4,565,000.  This loan is evidenced by a promissory  note  convertible  into
Concentrek  Class B Preferred Stock to fund  Concentrek's  start-up  costs.  Our
investment  has been  structured  to limit our exposure to  Concentrek  start-up
losses and business risk.


KNIGHT FLIGHT

     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 $8,942,700.  We invested $1,717,700 in
Knight  Flight in order to assure access to charter air travel for the Company's
employees.  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 to contribute
any  capital  required  to meet any cash short  falls.  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.

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.

CERTAIN BUSINESS RELATIONSHIPS


     During 2001, we retained Scudder Law Firm to perform certain legal services
on our behalf.  We paid  Scudder  Law Firm  approximately  $64,500 for  services
during 2001. Mark Scudder, a member of our Board of Directors,  is also a member
of Scudder Law Firm and performed  legal  services on behalf of us. We intend to
continue the use of Scudder Law Firm during 2002.


                                      -20-

                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                                 AND MANAGEMENT

The  following  table  sets  forth,  as of  February  28,  2002,  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)                                    13,070                *

Gary J. Knight(4)                                  3,535,209             9.57%

Keith T. Knight(5)                                 3,306,148             8.95%

Kevin P. Knight(6)                                 3,291,365             8.91%

Randy Knight(7)                                    2,849,633             7.71%

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

Matt Salmon(9)                                         5,625                *

Mark Scudder(10)                                       2,887                *

Wasatch Advisors, Inc.(11)                         2,561,045              6.9%

FMR Corp.(12)                                      1,994,075             5.39%

All directors and executive officers
  as a group (nine persons)                       13,029,643            35.28%


*    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  14, 2002.  The address of FMR Corp.  ("FMR") is 82
     Devonshire Street,  Boston,  Massachusetts  02109. All information provided
     with respect to FMR is based solely upon the Company's review of a Schedule
     13G filed by FMR with the  Securities  and Exchange  Commission on February
     14, 2002.


(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 6,750 shares that Timothy M. Kohl has the right to acquire through
     exercise of stock options and 6,320 shares owned outright.

(4)  Includes  3,350,146 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.

                                      -21-

(5)  Includes 3,301,085 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,  31,050
     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
     6,188 shares owned by a minor child who shares the same household.

(7)  Includes 2,165,408 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 2,561,045 shares and sole
     dispositive  power over  2,561,045  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 14, 2002.

(12) FMR  Corp.  is the  beneficial  owner of  1,994,075  shares  and  Edward C.
     Johnson,  III,  Chairman  of FMR  Corp.,  has the sole  power to direct the
     voting of the shares owned  directly by FMR. Mr.  Johnson has shared voting
     power and shared  disposition power over no shares.  FMR Corp. is the owner
     of record and discloses  beneficial ownership of such shares. The foregoing
     is based  solely on  information  provided by Form 13G,  filed by FMR Corp.
     with the Securities and Exchange Commission on February 14, 2002.

                                      -22-

                              SHAREHOLDER PROPOSALS

     The Board of  Directors  will  consider  proposals  from  shareholders  for
nominations   of  directors  to  be  elected  at  the  2003  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 2003 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 2003 Annual  Meeting must be received by the Company by December 6, 2002, 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

                                      -23-

                                    EXHIBIT 1

                            PROPOSED AMENDMENT TO THE
            ARTICLES OF INCORPORATION OF KNIGHT TRANSPORTATION, INC.


     Until December 31, 2005, the consent of those persons who hold  sixty-seven
percent (67%) of the Corporation's  issued and outstanding  shares,  voting as a
single class,  shall be required to approve any offer to purchase  substantially
all of the  Corporation's  assets  or any  share  exchange,  plan of  merger  or
consolidation,  or other  transaction,  pursuant to which the outstanding Common
Stock of the Corporation is exchanged,  acquired or converted into cash or other
consideration,  given or issued by another  person that is not controlled by the
Corporation;  provided  that nothing in this  Article XI shall  require that the
Corporation obtain shareholder approval to acquire, directly or indirectly,  the
stock or assets of another  entity,  by merger,  share  exchange  or  otherwise,
through the issuance of the Corporation's common or preferred stock, the payment
of cash, or otherwise.  For purposes of this Article,  a person is controlled by
the Corporation  only if the  Corporation  owns more than fifty percent (50%) of
the combined voting power of all classes of stock of such person, if such person
is a corporation or, if the person is not a corporation,  the Corporation  holds
more than fifty percent (50%) of the beneficial interest,  capital,  profits, or
voting rights of such person.


                                      -24-

                                    EXHIBIT 2

                              PROPOSED AMENDMENT TO
                            THE AMENDED AND RESTATED
                  KNIGHT TRANSPORTATION, INC. STOCK OPTION PLAN


     2.1 Shares Reserved For Stock Grants.  There are reserved and available for
the Stock Grants pursuant to all Divisions of this Plan 3,675,000  shares of the
Company's  authorized  but unissued  Stock,  including all shares subject to all
options  previously  issued  under the Plan prior to May 8, 2002.  The number of
shares reserved and available  hereunder takes into account all adjustments made
to the total number of shares  available for Stock Grants  pursuant to the stock
dividend  adjustments  authorized  by Section 2.2 from the adoption of this Plan
through May 8, 2002.  Of this amount,  25,000 shares of Stock have been reserved
for Stock Grants made under the  Independent  Directors Plan. The balance of the
Shares are reserved for Stock Grants that have been made or may be awarded under
any other Division 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  3,675,000  shares of Stock,  except as described in
Section 2.2,  below.  As of May 8, 2002,  stock grants for  2,827,781  shares of
Stock have been issued under all divisions of the Plan.


                                      -25-

                                    EXHIBIT 3

                           KNIGHT TRANSPORTATION, INC.
                             AUDIT COMMITTEE CHARTER

                                      -26-


                              AMENDED AND RESTATED

                         CHARTER OF THE AUDIT COMMITTEE

                                       OF

                             THE BOARD OF DIRECTORS

                                       OF

                           KNIGHT TRANSPORTATION, INC.

                                  MAY 10, 2000






                                      -27-



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

                                  MAY 10, 2000


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

1.   Purpose of Audit Committee................................................1

2.   Qualifications of Audit Committee.........................................1

3.   Duties of the Audit Committee.............................................2

4.   Access to Information.....................................................4

5.   Employee Access to Audit Committee........................................4

6.   Frequency of Meetings.....................................................4

7.   Access to Legal Counsel...................................................4

8.   Meeting Procedures........................................................4

9.   Other Duties..............................................................5

10.  Limitation of Audit Committee Duties......................................5


                                      -28-


                                    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.

     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") in order to comply
with the  applicable  provisions  of the  NASDAQ  Release  and the SEC  Release.
Accordingly,  the Charter is hereby  amended and restated,  in its entirety,  as
follows,  effective  as of May  10,  2000,  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  and to  ensure  the  existence  of  appropriate  internal  financial
controls, and the independence of the independent public accounting firm engaged
to audit the Company's financial  statements (the "external  auditors"),  and 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(e)(3) of Schedule 14(A) and related Commission regulations.

     2. QUALIFICATIONS OF AUDIT COMMITTEE.  The Audit Committee shall consist of
not less than two (and not later than June 14, 2001,  three  directors) nor more
than five directors,  each of whom qualifies as an "independent  director" under
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  fundamental  financial  statements,  including the Company's balance
sheet,  income statement,  and cash flow statement.  Additionally,  at least one
member  of the  Audit  Committee  shall,  in the  judgment  of the  Board,  have
experience in finance or accounting,  requisite  professional  certification  in
accounting,  or any other  comparable  experience  or  background  in evaluating
financial  statements,  which may include past  experience as a chief  executive
officer,  chief  financial  officer  or  other  senior  officer  with  financial
oversight responsibilities.


                                      -29-


     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


                                      -30-


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;

          (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, in communications with
the Company's  external  auditors,  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;


                                      -31-


          (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; and

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

     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. EMPLOYEE ACCESS TO AUDIT  COMMITTEE.  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.


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          (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
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. If any claim is asserted against
the Audit  Committee,  any of its members or the Company by  shareholder  or any
other  person,  nothing in this Charter  shall be construed to limit or restrict
any defense  available to the Audit  Committee,  any of its  members,  or to the
Company.

DATED: May 10, 2000

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


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