Exhibit 4.2

                                VOTING AGREEMENT

     This VOTING AGREEMENT ("Agreement"),  is made as of December 11, 2000 among
Swift  Transportation  Co., Inc., a Nevada corporation  ("Parent"),  Sun Merger,
Inc., a corporation and a wholly owned  subsidiary of Parent ("Merger Sub"), and
Michael S.  Starnes a  stockholder  ("Stockholder")  of M. S.  Carriers,  Inc. a
Tennessee corporation (the "Company").

     WHEREAS,  Parent,  Merger Sub, and the Company are,  concurrently  with the
execution  and delivery of this  Agreement,  entering  into a Merger  Agreement,
dated as of the date hereof (the  "Merger  Agreement")  pursuant to which Merger
Sub will merge with and into the Company (the "Merger");

     WHEREAS, as of the date hereof, Stockholder is the record and/or beneficial
owner of the number of Company  Shares set forth on the  signature  page  hereof
beneath  such  Stockholder's  name  (with  respect  to  the  Stockholder,   such
Stockholder's  "Existing  Shares" and,  together  with any Company  Shares as to
which record  and/or  beneficial  ownership  is acquired  after the date hereof,
whether  upon the  exercise of  warrants,  options,  conversion  of  convertible
securities,  or otherwise,  such Stockholder's "Shares") and the record owner of
options to purchase the number of Company Shares set forth on the signature page
hereof beneath such Stockholder's name;

     WHEREAS,  as an  inducement  and a condition  to  entering  into the Merger
Agreement,  Parent and Merger Sub have  required  that  Stockholder  agree,  and
Stockholder has agreed, to enter into this Agreement; and

     WHEREAS, among other things, Stockholder,  Parent, and Merger Sub desire to
set forth their agreement with respect to the voting of the Shares in connection
with the Merger, upon the terms and subject to the conditions set forth herein.

     NOW,   THEREFORE,   in  consideration  of  the  foregoing  and  the  mutual
representations,  warranties,  covenants,  and agreements herein contained,  and
intending to be legally bound hereby, the parties hereto agree as follows:

     1. Agreement to Vote.  Stockholder  hereby agrees that he shall,  and shall
cause the holder of record on any applicable  record date to, from time to time,
at the request of Parent,  at any meeting (whether annual or special and whether
or not an  adjourned  or  postponed  meeting) of  stockholders  of the  Company,
however  called,  or in  connection  with any written  consent of the holders of
Company  Shares,  (a) if a meeting is held,  appear at such meeting or otherwise
cause the Shares to be counted as present thereat for purposes of establishing a
quorum,  and (b) vote or consent (or cause to be voted or consented),  in person
or by proxy, all Shares, and any other voting securities of the Company (whether
acquired  heretofore or hereafter) that are beneficially owned or held of record
by Stockholder or as to which Stockholder has, directly or indirectly, the right
to vote or direct the  voting,  in favor of the  approval  and  adoption  of the
Merger Agreement, the Merger, and any action required in furtherance thereof.
<PAGE>
     2. No Ownership  Interest.  Nothing  contained in this  Agreement  shall be
deemed to vest in Parent  any  direct or  indirect  ownership  or  incidence  of
ownership of or with respect to any Shares. All rights,  ownership, and economic
benefits of and  relating  to the Shares  shall  remain  vested in and belong to
Stockholder.  Parent  shall have no authority  to manage,  direct,  superintend,
restrict,  regulate,  govern, or administer any of the policies or operations of
the Company or exercise  any power or  authority  to direct  Stockholder  in the
voting of any of the Shares,  except as  otherwise  provided  herein,  or in the
performance of the Stockholder's  duties or responsibilities as a stockholder of
the Company.

     3. No  Inconsistent  Agreements.  Stockholder  hereby  covenants and agrees
that,  except as  contemplated by this Agreement and the Merger  Agreement,  the
Stockholder  (i) has not  entered,  and shall not enter at any time  while  this
Agreement  remains in effect,  into any voting  agreement  or voting  trust with
respect to the Shares and (ii) has not granted,  and shall not grant at any time
while this  Agreement  remains in effect,  a proxy,  power of  attorney,  or any
similar  agreement  with  respect  to the  Shares,  in  either  case,  which  is
inconsistent with such Stockholder's obligations pursuant to this Agreement.

     4. Authorization;  Validity of Agreement; Necessary Action. Stockholder has
full power and  authority  to execute and  deliver  this  Agreement,  to perform
Stockholder's   obligations  hereunder,   and  to  consummate  the  transactions
contemplated  hereby.  This  Agreement  has been duly  executed and delivered by
Stockholder,  and,  assuming  this  Agreement  constitutes  a valid and  binding
obligation of Parent and Merger Sub,  constitutes a valid and binding obligation
of Stockholder, enforceable against him in accordance with its terms.

     5.  Adjustments.  In the event of a stock dividend or distribution,  or any
change  in the  Company  Shares  by  reason  of any  stock  dividend,  split-up,
recapitalization,  combination,  exchange  of  shares,  or the  like,  the  term
"Shares"  shall be deemed to refer to and include the Shares as well as all such
stock dividends and  distributions and any shares into which or for which any or
all of the Shares may be changed or exchanged.  Stockholder shall be entitled to
receive any cash dividend paid by the Company during the term of this Agreement.

     6. Termination.  This Agreement shall terminate and no party shall have any
rights or duties  hereunder  upon the earlier of (a) the  Effective  Time or (b)
termination of the Merger Agreement.  Nothing in this Section 7 shall relieve or
otherwise limit any party of liability for breach of this Agreement.

     7. Capacity.  The  obligations  of Stockholder  herein are made only in his
capacity as a stockholder of the Company.

     8.  Notices.  All  notices or other  communications  which are  required or
permitted  hereunder shall be in writing and sufficient if delivered  personally
or sent by nationally recognized overnight courier or by registered or certified
mail, postage prepaid,  return receipt requested,  or by electronic mail, with a
copy  thereof to be  delivered  or sent as  provided  above or by  facsimile  or
telecopier.  All such notices or  communications  shall be deemed to be received
(i) in the case of personal delivery,  nationally  recognized overnight courier,
or  registered  or certified  mail, on the date of such delivery and (ii) in the
case of facsimile or telecopier or electronic mail, upon confirmed receipt.

                                       2
<PAGE>
     9.  Severability.  If any  term or other  provision  of this  Agreement  is
invalid,  illegal,  or incapable of being enforced by any rule of Law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the  economic or legal  substance  of
the  transactions  contemplated  hereby is not affected in any manner adverse to
any party. Upon such  determination that any term or other provision is invalid,
illegal,  or incapable of being enforced,  the parties hereto shall negotiate in
good faith to modify this  Agreement so as to effect the original  intent of the
parties  as  closely  as  possible  in an  acceptable  manner  to the  end  that
transactions contemplated hereby are fulfilled to the extent possible.

     10.  Amendments;  Assignment.  This  Agreement may not be amended except by
written  agreement by all the parties.  This Agreement shall be binding upon and
inure  to the  benefit  of the  parties  and  their  respective  successors  and
permitted assigns.  Neither this Agreement nor any of the rights,  interests, or
obligations under this Agreement shall be assigned,  in whole or in part, by any
of the parties without the prior written  consent of the other parties,  and any
purported assignment without such consent shall be void.

     11. Failure or Indulgence Not Waiver;  Remedies  Cumulative.  No failure or
delay on the part of any party  hereto in the  exercise  of any right  hereunder
will impair such right or be  construed to be a waiver of, or  acquiescence  in,
any breach of any  representation,  warranty,  or agreement herein, nor will any
single or partial  exercise of any such right preclude other or further exercise
thereof  or of any other  right.  All rights and  remedies  existing  under this
Agreement  are  cumulative  to, and not  exclusive to, and not exclusive of, any
rights or remedies otherwise available.

     12. Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between Parent,  Merger Sub, and Stockholder  with respect to the subject matter
hereof and supersedes all prior agreements and understandings,  both written and
oral,  between Parent,  Merger Sub, and Stockholder  with respect to the subject
matter hereof.

     13.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original, but all of which taken
together shall constitute one and the same agreement.

     14.  Governing Law. This  Agreement  shall be governed by, and construed in
accordance  with,  the laws of the State of  Tennessee  applicable  to contracts
executed in and to be performed entirely within that state.

     15. Specific Performance.  The parties hereto agree that irreparable damage
would occur in the event any  provision of this  Agreement  is not  performed in
accordance  with the terms  hereof,  and that the  parties  shall be entitled to
specific performance of the terms hereof, in addition to any other remedy at law
or in equity.

                                       3
<PAGE>
     16.  Definitions.  Capitalized  terms used herein and not otherwise defined
herein shall have the meanings given in the Merger Agreement.

     IN WITNESS  WHEREOF,  Parent,  Merger Sub, and Stockholder have caused this
Agreement to be signed by their respective  officers or other authorized  person
thereunto duly authorized as of the date first written above.


Swift Transportation Co., Inc.
a Nevada corporation


By: /s/ Jerry Moyes
   --------------------------------------
   Jerry Moyes, Chairman of the Board,
   President, and Chief Executive Officer


Sun Merger, Inc.,
a Tennessee corporation

By: /s Jerry Moyes
   --------------------------------------
   Jerry Moyes, President


/s/ Michael S. Starnes
--------------------------------------
Michael S. Starnes, Individually


Number of Existing Shares: 2,688,730

                                       4