SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1997

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934


           For the transition period from ___________ to ____________


                           Commission File No. 0-18605


                         SWIFT TRANSPORTATION CO., INC.
             (Exact name of registrant as specified in its charter)

         Nevada                                          86-0666860
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

                    2200 South 75th Avenue Phoenix, AZ 85043
               (Address of principal executive offices) (Zip Code)

                                 (602) 269-9700
              (Registrant's telephone number, including area code)

           Securities Registered Pursuant to Section 12(b) of the Act:

                                      None

           Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value                             Nasdaq National Market
<PAGE>
         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

         At March 17, 1998,  the aggregate  market value of common stock held by
non-affiliates of the Registrant was $396,010,307.

The number of shares  outstanding of the Registrant's  common stock on March 17,
1998 was 42,506,760.



                       DOCUMENTS INCORPORATED BY REFERENCE

         Materials from the Registrant's  Notice and Proxy Statement relating to
the 1998 Annual Meeting of Stockholders have been incorporated by reference into
Part III, Items 10, 11, 12 and 13.


                                                        Exhibit Index at page 51
                                                                  Total pages 67
                                        2
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----


PART I   ......................................................................

     Item 1.  Business.........................................................4
     Item 2.  Properties......................................................13
     Item 3.  Legal Proceedings...............................................14
     Item 4.  Submission of Matters to a Vote of Security Holders.............15

PART II  ......................................................................

     Item 5.  Market for the Registrant's Common Stock and Related Stockholder
              Matters.........................................................15
     Item 6.  Selected Financial and Operating Data...........................17
     Item 7.  Management's Discussion and Analysis of Financial Condition and
              Results of Operations...........................................19
     Item 8.  Financial Statements and Supplementary Data.....................27
     Item 9.  Changes in and Disagreements with Accountants on Accounting and
              Financial Disclosure............................................50

PART III ......................................................................

     Item 10. Directors and Executive Officers of the Registrant..............50
     Item 11. Executive Compensation..........................................50
     Item 12. Security Ownership of Certain Beneficial Owners and Management..50
     Item 13. Certain Relationships and Related Transactions..................50

PART IV  ......................................................................

     Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
              ................................................................51

SIGNATURES...................................................................S-1
                                        3
<PAGE>
                                     PART I

Item 1.  BUSINESS

General

         Swift  Transportation Co., Inc. (with its subsidiaries,  "Swift" or the
"Company") is the fourth largest  publicly-held,  national  truckload carrier in
the United States.  Swift operates  primarily  throughout the continental United
States,  combining  strong  regional  operations  with  a  transcontinental  van
operation.  The principal  types of freight  transported by Swift include retail
and discount  department store merchandise,  manufactured goods, paper products,
non-perishable food, beverages and beverage containers and building materials.

         By  meeting  its  customers'  specific  needs  for  both  regional  and
transcontinental service and through selective acquisitions, Swift has been able
to achieve  significant  growth in revenues over the past five years.  Operating
revenue has grown at a compound annuual growth rate of 25.0% from $233.4 million
in 1992 to $713.6  million in 1997.  During that same period,  net earnings have
grown at a  compound  annual  growth  rate of 33.5%  from $9.8  million to $41.6
million.

         Swift  Transportation Co., Inc., a Nevada corporation  headquartered in
Sparks,  Nevada, is a holding company for the Arizona operating corporation also
named Swift  Transportation Co., Inc. These companies are collectively  referred
to herein as the "Company." The Company's headquarters are located at 2200 South
75th Avenue, Phoenix, Arizona 85043, and its telephone number is (602) 269-9700.

         This Annual  Report on Form 10-K contains  forward-looking  statements.
Additional written or oral forward-looking statements may be made by the Company
from time to time in filings  with the  Securities  and Exchange  Commission  or
otherwise.  The words  "believe,"  "expect,"  "anticipate,"  and  "project," and
similiar expressions identify forward-looking statements, which speak only as of
the date the statement was made. Such forward-looking  statements are within the
meaning of that term in Section 27A of the  Securities  Act of 1933, as amended,
and  Section  21E of the  Securities  Exchange  Act of 1934,  as  amended.  Such
statements may include, but are not limited to, projections of revenues, income,
or loss, capital expenditures,  plans for future operations,  financing needs or
plans, the impact of inflation and plans relating to products or services of the
Company,  as  well  as  assumptions  relating  to  the  foregoing.  The  Company
undertakes  no  obligation  to  publicly  update or revise  any  forward-looking
statements, whether as a result of new information, future events, or otherwise.

         Forward-looking   statements  are  inherently   subject  to  risks  and
uncertainties,  some of which cannot be predicted or  quantified.  Future events
and actual results could differ materially from those set forth in, contemplated
by, or  underlying  the  forward-looking  statements.  Statements in this Annual
Report,  including  the  Notes  to the  Consolidated  Financial  Statements  and
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations,"
                                        4
<PAGE>
describe  factors,  among  others,  that  could  contribute  to  or  cause  such
differences.  Additional  factors  that  could  cause  actual  results to differ
materially  from those  expressed in such forward-looking  statements  are set
forth in "Business"  and "Market for the  Registrant's  Common Stock and Related
Stockholder Matters" in this Annual Report.


Operating Strategy

         Swift focuses on achieving high density for service-sensitive customers
in short-to-medium haul traffic  lanes.  Through its network of 29  terminals,
Swift  is able to  provide  regional  service  on a  nationwide  basis.  Swift's
terminal network establishes a local market presence in the regions Swift serves
and  enables  Swift  to  respond  more  rapidly  to  its   customers'   changing
requirements.  This  regional  network  also  enables  Swift to  enhance  driver
recruitment and retention by returning drivers to their homes regularly,  reduce
its  purchases  of higher  priced fuel at truck stops and  expedite  lower cost,
in-house equipment  maintenance.  With an average length of haul of 571 miles in
1997, Swift is able to limit its direct  competition with railroads,  intermodal
services and longer-haul, less specialized truckload carriers.

         Swift seeks to provide premium service with commensurate  rates, rather
than compete primarily on the basis of price. The principal  elements of Swift's
premium service include:  regional  terminals to facilitate  single and multiple
pick-ups  and   deliveries   and   maintain   local   contact  with   customers;
well-maintained,  late model equipment;  a  fully-integrated  computer system to
monitor shipment status and variations from schedule; an onboard  communications
system  that  enables  the  Company to  dispatch  and  monitor  traffic;  timely
deliveries;  and extra  equipment  to respond  promptly  to  customers'  varying
requirements.

         To manage the higher costs and greater logistical  complexity  inherent
in operating in short-to-medium haul traffic lanes, Swift employs sophisticated
computerized   management   control  systems  to  monitor  key  aspects  of  its
operations,  such as  availability  of equipment,  truck  productivity  and fuel
consumption. Swift has a three-year replacement program for substantially all of
its  tractors,  which allows Swift to maximize  equipment  utilization  and fuel
economy by capitalizing on improved engine  efficiency and vehicle  aerodynamics
and to minimize  maintenance  expense.  For 1997 and 1996,  Swift  maintained an
operating ratio of 89.6% and 90.5%, respectively.

Growth Strategy

         Major  shippers  continue to reduce the number of carriers they use for
their regular freight needs.  This has resulted in a relatively  small number of
financially  stable "core carriers" and has contributed to  consolidation in the
truckload  industry in recent  years.  The  truckload  industry  remains  highly
fragmented,  and  management  believes  that  overall  growth  in the  truckload
industry and continued  industry  consolidation  will present  opportunities for
well managed, financially stable 
                                       5
<PAGE>
carriers  such as Swift to expand.  The  Company  intends to take  advantage  of
growth  opportunites  through a  combination  of internal  growth and  selective
acquisitions.

The key elements of Swift's growth strategy are:

o        Strengthen  Core Carrier  Relationships.  Swift  intends to continue to
         strengthen its core carrier  relationships,  expand its services to its
         existing   customers   and  pursue  new  customer   relationships.   By
         concentrating  on expanding  its  services to its  existing  customers,
         Swift's  revenues  from its top 25 customers  of 1995  increased by 62%
         from 1995 to 1997.  The largest 25, 10 and 5  customers,  respectively,
         accounted  for 47%,  33% and 23% of revenues in 1997,  with no customer
         accounting  for more  than 7% of  Swift's  revenues  during  that  same
         period.  In addition to expanding  its services to existing  customers,
         Swift  actively  pursues  new  traffic  commitments  from high  volume,
         financially  stable  shippers for whom it has not  previously  provided
         services.

o        Pursue  Strategic   Acquisitions.   Swift's  revenue  growth  has  been
         attributable,  in significant part, to eight acquisitions  completed in
         the last nine years.  These  acquisitions  have enabled Swift to expand
         from its  historical  operations  base in the Western United States and
         develop a strong  regional  presence  in the  Midwestern,  Eastern  and
         Southeastern United States. Swift generally limits its consideration of
         acquisitions  to those it believes will be accretive to earnings within
         six months,  and  historically  all of its  acquisitions  have met this
         objective.  Most recently,  in April 1997,  Swift acquired 565 tractors
         and 1,622 trailers from various lessors of Direct Transit, Inc.

o        Exploit Private Fleet Outsourcing. A number of large companies maintain
         their own private  trucking fleets to facilitate  distribution of their
         products.  Swift  believes  that nearly 82% of private fleet traffic is
         short-to-medium haul in nature,  traveling an average of 1,000 miles or
         less per round trip,  with 72% of such traffic  traveling  500 miles or
         less.  In order to  reduce  operating  costs  associated  with  private
         fleets,  a number of large  companies  have  begun to  outsource  their
         transportation  and  logistics  requirements.  Swift  believes that its
         strong regional  operations and average length of haul of less than 600
         miles  position it to take  advantage of this trend,  and Swift already
         serves as a preferred supplier or "core carrier" to many major shippers
         who are considering,  or may in the future consider,  outsourcing their
         transportation and logistics requirements.

Operations

         In the Western United States, Swift has developed a network of regional
terminals and offices strategically located in areas which have strong,  diverse
economies  and  provide  access  to other key  Western  population  centers.  In
addition to Phoenix,  Swift's Western  terminals are located in the areas of Los
Angeles,  San Francisco and Willows,  California;  Portland,  Oregon;  Salt Lake
City, Utah; Lewiston, Idaho; Reno, Nevada; Pueblo and Denver, Colorado.
                                        6
<PAGE>
         In the Eastern  United States,  Swift has terminals  located in Auburn,
New York;  Carlisle,  Pennsylvania;  Richmond,  Virginia;  Eden, North Carolina;
Greer, South Carolina; Decatur, Alabama; Atlanta and Albany, Georgia.

         Swift's  Midwest  terminals  are located in Gary and  Shoals,  Indiana;
Monroe and Columbus,  Ohio; Dallas,  Corsicana and Laredo, Texas; Oklahoma City,
Oklahoma;  Memphis,  Tennessee;  Kansas  City,  Kansas;  and  Town  of  Manasha,
Wisconsin.

            The terminals are located in close  proximity to major customers who
tender  significant  traffic  volume  to Swift.  To  minimize  competition  with
long-haul  truckload carriers and railroads,  Swift operates  principally within
short-to-medium-haul  traffic  lanes.  Although the  Company's  transcontinental
division  allows it to serve a broad  spectrum  of shipper  needs,  the  primary
regions in which Swift operates are ideally suited to short-to-medium-haul lanes
because of the distribution of population and economic centers.  During 1997 and
1996, Swift's average length of haul was 571 and 576 miles, respectively.

         Swift focuses the marketing of its services to large, service-sensitive
customers that regularly ship over  established  routes within Swift's  regional
service  areas.   Swift's  service  includes  the  availability  of  specialized
equipment  suitable  for the  requirements  of  certain  industries;  high cubic
capacity trailers;  computerized  tracking of and frequent reporting on customer
shipments; onboard communications that enable instant re-routing or modification
of  traffic;   well-maintained,   late-model  equipment  that  enhances  on-time
deliveries;  multiple drops, appointment pick-ups and deliveries;  assistance in
loading and unloading;  extra trailers that can be placed for the convenience of
customers;  and sufficient  equipment to respond promptly to customers'  varying
requirements.

         The achievement of significant  regular freight volumes on high-density
routes and consistent  shipment scheduling over these routes are key elements of
Swift's  operations.  As a result,  Swift's terminal managers are better able to
match available  equipment to available loads and schedule  regular  maintenance
and  fueling at Company  terminals,  thereby  improving  productivity  and asset
utilization and minimizing empty miles and expensive  over-the-road  fueling and
repair costs.  Consistent  scheduling also allows Swift to be more responsive to
its customers' needs.  Swift's regular scheduling and relatively short length of
haul enable drivers to return to their homes  regularly,  which has helped Swift
improve recruitment.

         In order to reduce the higher operating costs traditionally  associated
with  medium-length  hauls  and  specialized  equipment,   Swift  has  installed
sophisticated  computerized management control systems to monitor key aspects of
its operations.  Swift has a significant investment in its computer hardware and
utilizes state-of-the-art software specially designed for the trucking industry.
The  Company's  fully  integrated   computer  network  allows  its  managers  to
coordinate  available equipment with the transportation  needs of its customers,
monitor truck  productivity and fuel consumption and schedule regular  equipment
maintenance.  Dispatchers  monitor the location  and  delivery  schedules of all
shipments and equipment to coordinate routes and increase equipment
                                        7
<PAGE>
utilization.  The Company's computer system provides immediate access to current
information regarding driver and equipment status and location, special load and
equipment instructions, routing and dispatching.

         Swift's  larger  terminals  are staffed with terminal  managers,  fleet
managers and customer service representatives.  Terminal managers work with both
the fleet  managers and the  customer  service  representatives,  as well as all
other  operations  personnel,  to  coordinate  the needs of both  customers  and
drivers. Terminal managers are also responsible for soliciting new customers and
serving existing customers in their areas. Each fleet manager is responsible for
the general  operation of approximately  35 trucks and their drivers,  including
driver retention,  productivity per truck, routing, fuel consumption, safety and
scheduled  maintenance.  Customer service  representatives are assigned specific
customers to ensure  specialized,  high-quality  service and  frequent  customer
contact.


Acquisitions

         The growth of the Company has been, and will continue to be,  dependent
in  significant  part upon the  acquisition  of  small-to-medium  sized trucking
companies  throughout the United States.  In 1988, the Company  acquired  Cooper
Motor Lines  ("Cooper"),  which  established  the  Company's  operations  in the
Eastern United States.  In September  1991,  Swift further  expanded its eastern
operations by acquiring  Arthur H. Fulton,  Inc.  ("Fulton").  In June 1993, the
Company  strengthened  its presence in the  Northwestern  United States with the
acquisition of West's Best Freight Systems, Inc. ("West's Best").

         During 1994,  the Company  completed the  acquisition of both East-West
Transportation,  Inc. ("East-West") and Missouri-Nebraska Express, Inc. ("MNX").
The  MNX  acquisition  established  a  significant  regional  operation  in  the
Midwestern  United  States.  In  September  1996,  the Company  acquired the dry
freight  van  division  of  Navajo  Shippers,   Inc.,  Digby  Leasing,   Inc.and
Digby-Ringsby Truck Line, Inc. (collectively, "Navajo Shippers"). In April 1997,
the  Company  acquired  certain  assets  of  Direct  Transit,  Inc.  ("DTI"),  a
Debtor-In-Possession  in  United  States  Bankruptcy  Court.  DTI  was a dry van
carrier  based in Sioux City,  South  Dakota and operated  predominantly  in the
eastern two-thirds of the United States.

         See "Factors  That May Affect Future  Results and Financial  Condition"
under Item 7.



Revenue Equipment

         Swift  acquires  premium  tractors to help attract and retain  drivers,
promote safe operations and minimize  maintenance  and repair costs.  Management
believes the higher  initial  investment is recovered  through  improved  resale
value.
                                        8
<PAGE>
The following table shows the type and age of Company-owned and leased equipment
at December 31, 1997:

--------------------------------------------------------------------------------
                              57', 53' and    Sets of    Flatbed    Specialized
 Model Year     Tractors (1)    48' Vans    Double Vans  Trailers     Trailers
--------------------------------------------------------------------------------
1998                 761           475             
--------------------------------------------------------------------------------
1997               1,518         3,388                     274           97
--------------------------------------------------------------------------------
1996                 891         2,194          168        201         
--------------------------------------------------------------------------------
1995               1,439         1,024                      94         
--------------------------------------------------------------------------------
1994                 256         1,947                      40         
--------------------------------------------------------------------------------
1993                   6         1,329           40        105            1
--------------------------------------------------------------------------------
1992 and prior        97         3,297          570         62          193
--------------------------------------------------------------------------------
Total              4,968        13,654          778        776          291
--------------------------------------------------------------------------------

----------------
(1)      Excludes 910 owner-operator tractors.

         When  purchasing new revenue  equipment,  Swift  acquires  standardized
tractors and trailers manufactured to the Company's specifications.  Since 1990,
Swift has acquired  predominantly  tractors manufactured by Freightliner powered
by Series 60 Detroit Diesel engines.  Standardization  of drive-line  components
allows Swift to operate with a minimum spare parts  inventory,  enhances Swift's
maintenance  program  and  simplifies  driver  training.   Swift  adheres  to  a
comprehensive  maintenance  program  that  minimizes  downtime  and enhances the
resale value of its equipment.  In addition to its primary maintenance  facility
in Phoenix,  Arizona,  Swift performs  routine  servicing and maintenance of its
equipment at most of its regional  terminal  facilities,  thus  avoiding  costly
on-road  repairs  and  out-of-route   trips.  Swift  has  adopted  a  three-year
replacement program on the majority of its line-haul tractors.  This replacement
policy  allows  Swift  to  attract   drivers,   maximize  its  fuel  economy  by
capitalizing on improvement in both engine efficiency and vehicle  aerodynamics,
stabilize maintenance expense and maximize equipment utilization.

         Swift  has  installed  Qualcomm  onboard,   two-way  vehicle  satellite
communication  systems in the  majority  of its  tractors.  This  communications
system links drivers to regional terminals,  allowing Swift to alter rapidly its
routes in response to customer requirements and to eliminate the need for driver
stops to report  problems  or  delays.  This  system  allows  drivers  to inform
dispatchers  and fleet managers of the status of routing,  loading and unloading
or the need for emergency  repairs.  Swift  believes the  communications  system
improves fleet control,  the quality of customer  service and driver  retention.
Swift intends to continue to install the  communication  system in substantially
all tractors acquired in the future.

         Swift  has  adopted  a speed  limit  of 60 miles  per hour for  Company
tractors  (62  miles  per  hour  for team  drivers)  and 65  miles  per hour for
owner-operator tractors to reduce accidents,
                                        9
<PAGE>
enhance fuel  mileage and minimize  maintenance  expense.  Substantially  all of
Swift's Company  tractors are equipped with  electronically  controlled  engines
that are set to limit the speed of the vehicle.

Marketing and Customers

         Swift has  targeted  the  service-sensitive  segment  of the  truckload
market,  both common and  contract,  rather than that segment that uses price as
its primary  consideration.  The Company has chosen to provide  premium  service
with commensurate rates rather than compete primarily on the basis of price. The
principal  elements of Swift's premium service  include:  regional  terminals to
facilitate  single and multiple  pick-ups and  deliveries  and to maintain local
contact with customers;  a fully-integrated  computer system to monitor shipment
location and variations  from  schedule;  an onboard  communication  system that
enables the Company to reroute traffic;  well-maintained,  late model equipment;
timely  deliveries;  extra  equipment for the  convenience  of customers,  which
enables Swift to respond promptly to customers' varying requirements; assistance
in  loading  and  unloading;  and  Company  control  of  revenue  equipment.  By
concentrating on expanding its services to its existing customers, the Company's
revenues from its top 25 customers of 1995 increased 62% from 1995 to 1997.

         Swift maintains a strong commitment to marketing.  Swift has assigned a
member of senior  management  to each of its largest  customers to ensure a high
level of customer  support.  Swift  solicits  new  customers  from its  Phoenix,
Arizona  headquarters  and each of its  regional  terminals  through a marketing
staff  of  approximately  30  persons.  Once a  customer  relationship  has been
established,  regional  customer  service  representatives  maintain contact and
solicit  additional  business.  Swift  concentrates  on attracting  non-cyclical
customers that  regularly  ship multiple  loads from  locations that  complement
existing  traffic  flows.   Customer  shipping  point  locations  are  regularly
monitored  and, as shipping  patterns  of existing  customers  expand or change,
Swift  attempts to obtain  additional  customers  that will  complement  the new
traffic flow. This strategy enables Swift to maximize equipment utilization.

         The  largest  25,  ten  and  five   customers  of  1995  accounted  for
approximately  47%, 33% and 23%  respectively,  of Swift's revenues during 1997,
44%, 33% and 23%, respectively, of Swift's revenues during 1996 and 46%, 34% and
20%,  respectively,  of Swift's revenues during 1995. No customer  accounted for
more than 7% of Swift's  gross  revenues  during  any of the three  most  recent
fiscal years.  Swift's largest customers include retail and discount  department
store  chains,  manufacturers,   non-perishable  food  companies,  beverage  and
beverage container producers and building materials companies.

Drivers and Employees

         All Swift  drivers  must meet or exceed  specific  guidelines  relating
primarily  to safety  records,  driving  experience  and  personal  evaluations,
including a physical examination and mandatory drug testing. Upon being hired, a
driver is  trained  in all phases of Swift's  policies  and  operations,  safety
techniques, and fuel efficient operation of the equipment. All new drivers must
                                       10
<PAGE>
pass a safety test and have a current Commercial  Drivers License.  In addition,
Swift has  ongoing  driver  efficiency  and safety  programs  to ensure that its
drivers comply with its safety procedures.

         Senior  management  is  actively  involved  with  the  development  and
retention  of  drivers.  Recognizing  the  need  for  qualified  drivers,  Swift
established its own driver-training school in Phoenix, Arizona in 1987, which is
certified by the Arizona Department of Transportation. Swift also has contracted
with driver-training  schools which are managed by outside organizations as well
as local community colleges  throughout the country.  Candidates for the schools
must be at least 23 years old, with a high school education or equivalent,  pass
a basic  skills  test and pass the U.S.  Department  of  Transportation  ("DOT")
physical  examination,  which includes drug and alcohol screening.  Students are
required to complete three weeks of classroom study and driving range time and a
six to eight week, on-the-road training program.

         Swift bases its drivers at the regional  terminals  and  monitors  each
driver's  location  on its  computer  system.  Swift  uses this  information  to
schedule the routing for its drivers so that they can return home frequently. In
order  to  attract  and  retain  highly  qualified   drivers  and  promote  safe
operations,  the  Company  purchases  premium  quality  tractors  equipped  with
optional  comfort  and  safety  features,  such  as  air  ride  suspension,  air
conditioning,  high quality interiors,  power steering, engine brakes and raised
roof double sleeper cabs.  Company drivers are compensated on the basis of miles
driven  and  number of stops or  deliveries,  plus  bonuses.  Base pay for miles
driven  increases  with a driver's  length of service.  The Company  maintains a
bonus system for its drivers based upon safety and driving performance.  Drivers
employed  by Swift  participate  in  company-sponsored  health,  life and dental
insurance  plans and are eligible to participate in a 401(k) Profit Sharing Plan
and an Employee Stock Purchase Plan.

         Swift  believes  its  innovative   driver-training   programs,   driver
compensation,  regionalized operations, driver tracking and late-model equipment
provide important  incentives to attract and retain qualified drivers.  Although
Swift has had no  significant  downtime  due to  inability  to secure  qualified
drivers, no assurance can be given that a shortage of qualified drivers will not
adversely affect the Company in the future.

         As of December 31, 1997, Swift employed  approximately  7,800 full-time
persons,  of whom approximately  6,000 were drivers (including driver trainees),
600 were  mechanics and other  equipment  maintenance  personnel and the balance
were  support  personnel,  such  as  sales  personnel,  corporate  managers  and
administration.  None of Swift's  drivers or other employees is represented by a
collective  bargaining unit. In the opinion of management,  Swift's relationship
with its drivers and employees is good.

Safety

         The Company has an active safety and loss prevention program at each of
its  terminals.  Safety  supervisors  engage  in  ongoing  training  of  drivers
regarding  safe  vehicle  operations  and  loading  procedures.  The Company has
adopted maximum speed limits and rewards drivers with bonuses for complying with
the Company's safety policies. The Company believes that its
                                       11
<PAGE>
insurance and claims expense as a percentage of operating  revenue is one of the
best in the industry and  attributable to its overall strong safety program.  In
December  1997,  the Company  received the highest  safety rating given to motor
carriers by the United States Department of Transportation.

Fuel

         In order to reduce fuel costs, the Company purchases  approximately 72%
of its fuel in bulk at 21 of its 29 terminals.  Swift stores fuel in underground
storage tanks at two of its bulk fueling  terminals and in above ground  storage
tanks at its other bulk fueling  terminals.  The Company  believes that it is in
substantial  compliance  with  applicable  environmental  laws and  regulations.
Shortages of fuel,  increases in fuel prices or rationing of petroleum  products
could have a material adverse effect on the operations and  profitability of the
Company. From time to time, the Company, in response to increases in fuel costs,
has implemented fuel surcharges to pass on to its customers all or substantially
all of such costs.  For example,  in April 1996, the Company  implemented a fuel
surcharge program in response to a significant  increase in fuel cost.  However,
there can be no  assurance  that such  fuel  surcharges  could be used to offset
future  increases in fuel prices.  The Company  believes that its most effective
protection against fuel cost increases is to maintain a fuel efficient fleet and
to implement fuel  surcharges  when such option is necessary and available.  The
Company has not used  derivative-type  products as a hedge  against  higher fuel
costs in the past but continues to evaluate this possibility.

Competition

         The trucking  industry is extremely  competitive  and  fragmented.  The
Company  competes  primarily  with  regional,  medium-haul  truckload  carriers.
Management  believes,  because of its cost  efficiencies,  productive  equipment
utilization  and  financial  resources,  that  the  Company  has  a  competitive
advantage  over most  regional  truckload  carriers.  The Company  believes that
competition  for the freight  transported  by the Company is based,  in the long
term, as much upon service and  efficiency as on freight  rates.  There are some
trucking  companies with which the Company competes that have greater  financial
resources,  own more revenue equipment and carry a larger volume of freight than
the  Company.   Long-haul   truckload   carriers  and  railroads   also  provide
competition,  but to a lesser degree. The Company also competes with other motor
carriers for the services of drivers.

Regulation

         Prior to December 29, 1995 the Company was regulated by the  Interstate
Commerce  Commission  ("ICC").  On December 29, 1995, the ICC ceased operations.
However,   substantially  all  of  the  jurisdiction  over  motor  carriers  was
transferred to the United States Department of  Transportation,  and most of the
regulatory requirements remain essentially unchanged.  This regulatory authority
has broad  powers,  generally  governing  matters such as authority to engage in
motor carrier operations, rates and charges, certain mergers, consolidations and
acquisitions and periodic financial reporting.  The trucking industry is subject
to regulatory
                                       12
<PAGE>
and  legislative  changes which can affect the  economics of the  industry.  The
Company is also regulated by various state agencies.

         The Company's operations also are subject to various federal, state and
local environmental laws and regulations dealing with  transportation,  storage,
presence,  use,  disposal  and  handling of  hazardous  materials,  discharge of
stormwater and  underground  fuel storage tanks.  The Company  believes that its
operations are in substantial  compliance  with current laws and regulations and
does not  know of any  existing  condition  that  would  cause  compliance  with
applicable  environmental  regulations to have a material  adverse effect on the
Company's business or operating results.

Seasonality

         In the transportation industry,  results of operations generally show a
seasonal  pattern as customers reduce shipments after the winter holiday season.
The  Company's  operating  expenses  also tend to be higher in the winter months
primarily  due to colder  weather  which  causes  higher fuel  consumption  from
increased idle time.


Item 2.           PROPERTIES

         The  following  table  provides  information  regarding  the  Company's
regional terminals and/or offices:

                                                                Company Owned
Location                                                          or Leased
--------                                                          ----------
Albany, Georgia                                                     Leased

Atlanta, Georgia                                                    Leased

Auburn, New York                                                    Owned

Carlisle, Pennsylvania                                              Leased

Columbus, Ohio                                                      Leased

Corsicana, Texas                                                    Leased

Decatur, Alabama                                                    Leased

Denver, Colorado                                                    Leased

Eden, North Carolina                                                Owned

Edwardsville, Kansas                                                Owned

Fontana, California                                                 Owned

Gary, Indiana                                                       Owned
                                       13
<PAGE>
Greer, South Carolina                                               Owned

Irving, Texas                                                       Leased

Laredo, Texas                                                       Leased

Lewiston, Idaho                                                     Leased

Memphis, Tennessee                                                  Owned

Monroe, Ohio                                                        Leased

Oklahoma City, Oklahoma                                             Owned

Phoenix, Arizona                                                    Owned

Pueblo, Colorado                                                    Owned

Richmond, Virginia                                                  Owned

Salt Lake City, Utah                                                Owned

Shoals, Indiana                                                     Owned

Sparks, Nevada                                                      Owned

Stockton, California                                                Leased

Troutdale, Oregon                                                   Owned

Town of Manasha, Wisconsin                                          Owned

Willows, California                                                 Owned

Wilmington, California                                              Leased


         Swift's  headquarters is located on approximately 153 acres in Phoenix,
Arizona and contains  83,000 square feet of office space,  74,000 square feet of
shop and  maintenance  facilities,  27,000 square feet of a drivers'  center,  a
recruiting and training center, a warehouse  facility,  a two-bay truck wash and
an eight lane fueling center. The Company's prior headquarters is held for sale.
As of December 31, 1997,  the  Company's  aggregate  monthly rent for all leased
properties was $79,000.


Item 3.           LEGAL PROCEEDINGS

         The  Company  is a  party  to  routine  litigation  incidental  to  its
business,  primarily  involving  claims for personal  injury or property  damage
incurred in the transportation of freight.  The Company's  insurance program for
liability,  workers'  compensation,  physical  damage and cargo damage  involves
self-insurance  with varying risk  retention  levels.  Claims in excess of these
risk  retention  levels are covered by  insurance  in amounts  which  management
considers to be adequate.  The Company is not aware of any claims or  threatened
claims that might have a material  adverse  effect upon the Company's  financial
condition.
                                       14
<PAGE>
Item 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted to a vote of the Company's  security  holders
during the fourth quarter of 1997.




                                     PART II

Item 5.           MARKET  FOR  THE  REGISTRANT'S   COMMON   STOCK  AND   RELATED
                  STOCKHOLDER MATTERS

         The Company's  common stock is publicly  traded on the Nasdaq  National
Market  ("Nasdaq")  under the symbol "SWFT".  The following table sets forth the
high and low closing sales prices of the common stock reported by Nasdaq for the
periods shown.




                                  Common Stock
                                  ------------
          
                                                 High               Low
                                                 ----               ---
          1997
          First Quarter                         $18.67             $16.17
          Second Quarter                         21.83              17.25
          Third Quarter                          21.33              18.33
          Fourth Quarter                         22.17              18.33
          
          1996
          First Quarter                         $14.17             $10.00
          Second Quarter                         14.08              11.50
          Third Quarter                          15.00              12.42
          Fourth Quarter                         16.33              13.50


         On March 17,  1998,  the last  reported  sales  price of the  Company's
common  stock was  $24.25 per share.  At that  date,  the number of  stockholder
accounts  of  record  of the  Company's  common  stock was  1,575.  The  Company
estimates  there are  approximately  4,900  beneficial  holders of the Company's
common stock.

         The Company has not paid cash  dividends  on its common stock in either
of the two  preceding  fiscal  years  and  one of the  Company's  notes  payable
includes  limitations  on the  payment  of  cash  dividends.  It is the  current
intention  of  management  to  retain  earnings  to  finance  the  growth of the
Company's business. Future payment of cash dividends will depend upon the
                                       15
<PAGE>
financial  condition,  results of operations,  and capital  requirements  of the
Company, as well as other factors deemed relevant by the Board of Directors.

         On February  20, 1998,  the  Company's  Board of  Directors  approved a
3-for-2  stock  split  effected in the form of a stock  dividend  and payable on
March 12, 1998 to the  stockholders  of record at the close of business on March
2, 1998. All share  amounts,  share prices and earnings per share in this Annual
Report on Form 10-K have been  retroactively  adjusted to reflect  this 3-for-2
stock split.

Factors That May Affect Future Stock Performance

         The performance of the Company's common stock is dependent upon several
factors,  including  those set forth below and in  "Management's  Discussion and
Analysis of  Financial  Condition  and Results of  Operations - Factors That May
Affect Future Results and Financial Condition."

         Influence by Principal Stockholder.  Trusts established for the benefit
of Jerry C.  Moyes and his  family  beneficially  own  approximately  43% of the
Company's common stock. Accordingly, Mr. Moyes will have a significant influence
upon the activities of the Company, as well as on all matters requiring approval
of the  stockholders,  including  electing  members  of the  Company's  Board of
Directors  and causing or  restricting  the sale or merger of the Company.  This
concentration of ownership, as well as the ability of the Board to establish the
terms of and issue preferred stock of the Company without stockholder  approval,
may have the effect of delaying or  preventing  changes in control or management
of the Company,  including  transactions in which  stockholders  might otherwise
receive a premium for their shares over their current market prices.


         Possible  Volatility of Stock Price.  The market price of the Company's
common stock could be subject to significant fluctuations in response to certain
factors, such as, among others,  variations in the anticipated or actual results
of operations of the Company or other companies in the transportation  industry,
changes in conditions  affecting  the economy  generally,  analysts'  reports or
general  trends  in the  industry,  as well as other  factors  unrelated  to the
Company's operating results.
                                       16
<PAGE>
Item 6.           SELECTED FINANCIAL AND OPERATING DATA


         The selected consolidated financial data presented below for, and as of
the end of, each of the years in the five-year period ended December 31, 1997 is
derived from the Company's Consolidated  Financial Statements.  The Consolidated
Financial Statements as of December 31, 1997 and 1996, and for each of the years
in the three-year  period ended December 31, 1997 and the independent  auditors'
report  thereon,  are included in Item 8 of this Form 10-K.  This data should be
read in conjunction with the Consolidated Financial Statements and Notes thereto
included in Item 8 of this Form 10-K.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------

                                                                 Years Ended December 31,

                                               ----------------------------------------------------------

                                                 1997(1)     1996(2)       1995      1994(3)     1993(4)
                                               ----------------------------------------------------------
                                                 (dollar amounts in thousands, except per share amounts)
<S>                                              <C>         <C>         <C>         <C>         <C>     
Consolidated Statements of Earnings Data:
---------------------------------------------------------------------------------------------------------
Operating revenue                                $713,638    $562,259    $458,165    $365,889    $276,982
---------------------------------------------------------------------------------------------------------
Earnings before income taxes                      $69,994     $47,212     $40,070     $39,309     $21,409
---------------------------------------------------------------------------------------------------------
Net earnings                                      $41,644     $27,422     $23,040     $22,629     $12,274
---------------------------------------------------------------------------------------------------------
Diluted earnings per share (6)                       $.96        $.71        $.61       $0.60        $.32
---------------------------------------------------------------------------------------------------------
Consolidated Balance Sheet Data (at end of year):
---------------------------------------------------------------------------------------------------------
Working capital                                   $64,168     $36,938      $6,735     $14,012     $14,156
---------------------------------------------------------------------------------------------------------
Total assets                                     $471,134    $380,605    $311,308    $275,991    $172,220
---------------------------------------------------------------------------------------------------------
Long-term obligations, less current portion       $73,420    $ 40,284     $68,954     $77,715     $23,379
---------------------------------------------------------------------------------------------------------
Stockholders' equity                             $274,175    $226,666    $134,835    $111,342     $88,973
---------------------------------------------------------------------------------------------------------
Operating Statistics (at end of year):
---------------------------------------------------------------------------------------------------------
Operating ratio                                     89.6%       90.5%       89.9%       88.8%       92.1%
---------------------------------------------------------------------------------------------------------
Pre-tax margin (5)                                   9.8%        8.4%        8.7%       10.7%        7.7%
---------------------------------------------------------------------------------------------------------
Average line haul revenue per mile                  $1.13       $1.11       $1.11       $1.12       $1.10
---------------------------------------------------------------------------------------------------------
Empty mile percentage                               13.7%       14.0%       13.9%       13.2%       13.4%
---------------------------------------------------------------------------------------------------------
Average length of haul (in miles)                     571         576         591         590         608
---------------------------------------------------------------------------------------------------------
Total tractors at end of period:
---------------------------------------------------------------------------------------------------------
  Company-operated                                  4,968       4,166       3,472       3,286       2,338
---------------------------------------------------------------------------------------------------------
  Owner-operator                                      910         665         477         188          44
---------------------------------------------------------------------------------------------------------
Trailers at end of period                          15,499      12,151       8,788       8,957       5,215
---------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Includes  the results of  operations  from the  acquisition  of certain
         assets of DTI beginning April 8, 1997.
                                       17
<PAGE>
(2)      Includes the results of operations  from the asset  acquisition  of the
         dry  freight van  division of Navajo  Shippers,  Inc.,  Digby  Leasing,
         Inc.and Digby-Ringsby Truck Line, Inc. beginning on September 12, 1996.

(3)      Includes  the  results of  operations  from the asset  acquisitions  of
         East-West   Transportation,   Inc.   beginning  on  July  1,  1994  and
         Missouri-Nebraska Express, Inc. beginning October 2, 1994.

(4)      Includes the results of operations  from the acquisition of West's Best
         Freight Systems, Inc. beginning June 1, 1993.

(5)      Pre-tax margin represents  earnings before income taxes as a percentage
         of operating  revenue.  Because of the impact that equipment  financing
         methods  can  have on the  operating  ratio  (operating  expenses  as a
         percentage of operating  revenue),  the Company  believes that the most
         meaningful  comparative  measure  of its  operating  efficiency  is its
         pre-tax margin, which takes into consideration both the Company's total
         operating  expenses  and  net  interest  expense  as  a  percentage  of
         operating revenue.

(6)      As adjusted to reflect the 3-for-2 stock split  effected in the form of
         a stock dividend and payable on March 12, 1998 to the  stockholders  of
         record at the close of  business on March 2, 1998.  All share  amounts,
         share prices and earnings per share in this Annual  Report on Form 10-K
         have been retroactively adjusted to reflect this 3-for-2 stock split.
                                       18
<PAGE>
Item 7.           MANAGEMENT'S  DISCUSSION AND  ANALYSIS OF  FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS


Overview

         During  1997,  1996 and  1995,  Swift's  fleet  has been  predominantly
comprised of Company-owned and leased tractors. The Company's decisions whether
to buy or lease new and replacement  revenue equipment is based upon the overall
economic impact of the alternative  financing  methods,  including market prices
available and income tax considerations.  Depending on whether revenue equipment
is purchased or leased,  several categories of the Company's  operating expenses
have  varied,  and will  continue  to vary,  as a  percentage  of the  Company's
revenues. Because of the impact that equipment financing methods can have on the
operating ratio (operating expenses as a percentage of operating  revenue),  the
Company believes that the most meaningful  comparative  measure of its operating
efficiency is its pre-tax margin  (earnings  before income taxes as a percentage
of operating  revenue),  which takes into consideration both the Company's total
operating  expenses  and net  interest  expense  as a  percentage  of  operating
revenue.  Accordingly,  in the  discussion and analysis  below,  the Company has
focused on the factors  contributing to operating  revenue  increases and to the
increase or decrease in its pre-tax margin during the periods presented.  In the
"forward-looking  statements" that may be included herein,  important  factors
such as the financial position of the Company,  its customers needs, the cost of
new  equipment  and  new  construction,   the  availability  of  buyers  in  the
marketplace, fuel costs and other factors may cause actual results to vary.

         Although  the trend of shippers in the  truckload  segment of the motor
carrier industry over the past several years has been towards consolidation, the
truckload industry remains highly fragmented.  Management  believes the industry
trend towards  financially  stable "core  carriers"  will continue and result in
continued  industry  consolidation.  In  response  to this  trend,  the  Company
continues  to expand its fleet with  4,968  tractors  as of  December  31,  1997
compared to 3,286  tractors  as of  December  31,  1994.  This fleet  growth was
accomplished  through a  combination  of internal  growth and through  strategic
acquisitions.  See "Business -- General." During this same period, the Company's
owner  operator fleet has expanded to 910 as of December 31, 1997 from 188 as of
December 31, 1994.
                                       19
<PAGE>
Results of Operations

         The  following  table  sets  forth for the  periods  indicated  certain
statement of earnings data as a percentage of operating revenue:



                                                      December 31,
                                                      ------------------------
                                                       1997     1996      1995
                                                       ----     ----      ----
Operating revenue...................................  100.0%   100.0%    100.0%
Operating expenses:
   Salaries, wages and employee benefits............   34.5     34.2      37.1
   Operating supplies and expenses..................    8.9      9.3       8.9
   Fuel.............................................   12.8     13.8      13.2
   Purchased transportation.........................   13.5     12.8       9.3
   Rental expense...................................    6.5      5.8       5.8
   Insurance and claims.............................    3.2      3.6       2.9
   Depreciation and amortization....................    5.3      6.0       6.9
   Communications and utilities.....................    1.5      1.5       1.6
   Operating taxes and licenses.....................    3.4      3.5       4.2
                                                      -----    -----     -----
   Total operating expenses.........................   89.6     90.5      89.9
                                                      -----    -----     -----
   Operating income                                    10.4      9.5      10.1
Net interest expense................................     .7      1.2       1.5
Other (income) expense, net.........................   (0.1)    (0.1)     (0.1)
                                                      -----    -----     -----

Earnings before income taxes........................    9.8      8.4       8.7
Income taxes........................................    4.0      3.5       3.7
                                                      -----    -----     -----
Net earnings........................................    5.8%     4.9%      5.0%
                                                      =====    =====     =====



Year Ended December 31, 1997 Compared to Year Ended December 31, 1996

         Operating revenue increased $151.3 million, or 26.9%, to $713.6 million
for the year ended  December 31, 1997 from $562.3 million for the previous year.
The  increase in  operating  revenue is due  primarily  to the  expansion of the
Company's  total  fleet to 5,878  tractors  at  December  31, 1997 from 4,831 at
December 31, 1996, an increase of 1,047  tractors.  The  acquisition of tractors
from certain  lessors of DTI in April 1997 accounted for 565 of this increase in
tractors. The Company's freight rates increased by appoximately 1% in 1997.

         The  Company's  operating  ratio  was 89.6% and 90.5% in 1997 and 1996,
respectively.  The  Company's  operating  revenue and  operating  ratio for 1997
improved  as a result of strong  shipper  demand  which  caused an  increase  in
operating  revenue and the favorable impact in components of operating  expenses
explained  below.  The  Company's  empty mile factor was 13.7% and 14.0% and the
average rate per mile was $1.118 and $1.103  (excluding  fuel surcharge) for the
years ended December 31, 1997 and 1996, respectively.
                                       20
<PAGE>
         Salaries,  wages and employee  benefits  represented 34.5% of operating
revenue for the year ended  December 31, 1997 compared with 34.2% for 1996.  The
increase is due primarily to driver pay including  retention  bonuses  offset in
part by expansion of the Company's  owner operator fleet.  Effective  January 1,
1997,  the Company  began paying its drivers a bonus of two cents per mile.  For
the first three quarters this bonus was payable  quarterly,  provided the driver
was still employed at the end of the quarter.

         From time to time the industry has  experienced  shortages of qualified
drivers.  If such a shortage were to occur over a prolonged period and increases
in driver pay rates were to occur in order to attract  and retain  drivers,  the
Company's results of operations would be negatively  impacted to the extent that
corresponding rate increases were not obtained.

         Fuel expenses  represented 12.8% and 13.8% of operating revenue in 1997
and 1996,  respectively.  The decrease in fuel as a percentage of revenue is due
primarily to decreased fuel prices and an increase in the owner operator fleet.

         Increases  in fuel  costs  (including  fuel  taxes),  to the extent not
offset by rate increases or fuel surcharges, could have an adverse effect on the
operations and profitability of the Company.  Management  believes that the most
effective protection against fuel cost increases is to maintain a fuel efficient
fleet and to implement  fuel  surcharges  when such an option is  necessary  and
available.  The Company has not used derivative-type hedging products as a hedge
against higher fuel costs.

         Purchased  transportation  represented  13.5%  and  12.8% of  operating
revenue  for the years ended  December  31,  1997 and 1996,  respectively.  This
increase is the result of the growth of the Company's  owner operator fleet from
665 at December 31, 1996 to 910 at December 31, 1997.

         Rental  expense as a percentage of operating  revenue was 6.5% and 5.8%
for the years ended December 31, 1997 and 1996,  respectively.  This increase is
partially due to an increase in trailers  under lease.  When it is  economically
feasible to do so, the Company  will  purchase  then sell  tractors it leases by
exercising the purchase option contained in the lease. Gains on these activities
are  recorded as a reduction  of rent  expense.  During the year ended  December
31,1997 and 1996,  respectively,  the Company  recorded  gains of  approximately
$770,000  and $3.3  million  from the sale of leased  tractors.  During 1997 and
1996, leased tractors represented approximately 61% and 55%, respectively of the
fleet (exclusive of owner operators).

         Depreciation and amortization expense was 5.3% of operating revenue for
the year  ended  December  31,  1997  versus  6.0% for 1996.  This  decrease  is
primarily due to expansion of the owner  operator  fleet.  During the year ended
December 31, 1997 the Company recorded gains on the sale of revenue equipment of
approximately  $3.6 million  compared with  approximately  $2.2 million in 1996.
Exclusive of gains,  which reduced  depreciation and amortization  expense,  the
percentage of depreciation  and  amortization  to operating  revenue in 1997 and
1996 was 5.8% and 6.4%, respectively.

         Insurance  and claims  expense  represented  3.2% and 3.6% of operating
revenue in the year ended December 31,1997 and 1996, respectively. The Company's
insurance  program for  liability,  physical  damage and cargo  damage  involves
self-insurance with varying risk retention levels.
                                       21
<PAGE>
Claims in excess of these risk  retention  levels are  covered by  insurance  in
amounts which management  considers adequate.  The Company accrues the estimated
cost of the uninsured  portion of pending  claims.  These accruals are estimated
based on management's evaluation of the nature and severity of individual claims
and an  estimate  of  future  claims  development  based  on  historical  claims
development  trends.  Insurance and claims  expense will vary as a percentage of
operating  revenue from period to period based on the  frequency and severity of
claims  incurred  in a given  period as well as  changes  in claims  development
trends.

         Interest expense decreased to $4.6 million in 1997 from $7.1 million in
1996. This decline is due to a lower  effective  borrowing rate and a lower debt
level  throughout most of the year which resulted from utilizing the proceeds of
the December 1996 common stock offering to reduce outstanding debt.



Year Ended December 31, 1996 Compared to Year Ended December 31, 1995

         Operating revenue increased $104.1 million, or 22.7%, to $562.3 million
for the year ended  December 31, 1996 from $458.2 million for the previous year.
The  increase in  operating  revenue is due  primarily  to the  expansion of the
Company's  fleet to 4,831  tractors at December  31, 1996 from 3,949 at December
31, 1995, an increase of 882 tractors.  The  acquisition  of Navajo  Shippers in
September  1996  accounted for 287 of this  increase in tractors.  There were no
significant changes in the Company's freight rates in 1996 and 1995.

         The  Company's  operating  ratio  was 90.5% and 89.9% in 1996 and 1995,
respectively.  The Company's operating revenue and operating ratio for 1996 were
impacted by overall soft shipper demand in the first four months of 1996,  harsh
winter conditions and an increase in fuel costs. This resulted in slightly lower
equipment  utilization  and a slightly  higher  revenue per mile.  The Company's
empty mile factor was 14.0% and 13.9% and the  average  rate per mile was $1.103
and $1.110  (excluding fuel surcharge) for the years ended December 31, 1996 and
1995, respectively.

         Salaries,  wages and employee  benefits  represented 34.2% of operating
revenue for the year ended  December 31, 1996 compared with 37.1% for 1995.  The
improvement is due primarily to the increase in owner operators.

         Fuel expenses  represented 13.8% and 13.2% of operating revenue in 1996
and 1995,  respectively.  The increase in fuel as a percentage of revenue is due
primarily to increased fuel prices partially offset by the increase in the owner
operator fleet.

         Purchased  transportation  represented  12.8%  and  9.3%  of  operating
revenue  for the years ended  December  31,  1996 and 1995,  respectively.  This
increase is the result of the growth of the Company's  owner operator fleet from
477 at December 31, 1995 to 665 at December 31, 1996.

         Rental  expense as a percentage  of operating  revenue was 5.8% for the
years ended December 31, 1996 and 1995. When it is  economically  feasible to do
so, the Company will
                                       22
<PAGE>
purchase  then sell  tractors  it  leases  by  exercising  the  purchase  option
contained in the lease. Gains on these activities are recorded as a reduction of
rent expense. During the year ended December 31,1996 and 1995, respectively, the
Company recorded gains of  approximately  $3.3 million and $2.1 million from the
sale of leased  tractors.  During  1996 and 1995,  leased  tractors  represented
approximately  55% and  46%,  respectively  of the  fleet  (exclusive  of  owner
operators).

         Depreciation and amortization expense was 6.0% of operating revenue for
the year ended December 31, 1996 versus 6.9% for 1995. This decrease is a result
of the higher  percentage of tractors  which are leased rather than purchased in
1996 versus 1995.  During the year ended December 31, 1996 the Company  recorded
gains on the sale of revenue  equipment of  approximately  $2.2 million compared
with  approximately  $2.7  million in 1995.  Exclusive of gains,  which  reduced
deprecation  and  amortization  expense,  the  percentage  of  depreciation  and
amortization  to  operating  revenue  in  1996  and  1995  was  6.4%  and  7.7%,
respectively.

         Insurance  and claims  expense  represented  3.6% and 2.9% of operating
revenue in the year ended December 31,1996 and 1995, respectively. The Company's
insurance  program for  liability,  physical  damage and cargo  damage  involves
self-insurance  with varying risk  retention  levels.  Claims in excess of these
risk  retention  levels are covered by  insurance  in amounts  which  management
considers  adequate.  The Company  accrues the  estimated  cost of the uninsured
portion of pending  claims.  These accruals are estimated  based on management's
evaluation  of the nature and severity of  individual  claims and an estimate of
future  claims  development  based  on  historical  claims  development  trends.
Insurance and claims expense will vary as a percentage of operating revenue from
period to period based on the  frequency  and  severity of claims  incurred in a
given period as well as changes in claims development trends.

         Interest expense increased to $7.1 million in 1996 from $6.7 million in
1995.  Higher  interest  expense is a result of higher  outstanding  balances of
interest-bearing  debt  throughout  1996,  offset by lower interest  rates.  The
higher average balance of interest-bearing  debt in 1996 is due to borrowings to
fund capital  expenditures such as the new corporate  headquarters  facility and
the Edwardsville,  Kansas terminal. The Company's weighted average interest rate
on borrowings  under its revolving line of credit in 1996 and 1995 was 5.89% and
6.65%,  respectively.  As of December 31, 1996, approximately $15 million of the
Company's outstanding debt had floating interest rates, the majority of which is
based upon the London Interbank Offered Rate ("LIBOR").



Liquidity and Capital Resources

         The  growth  in  the  Company's   business  has  required   significant
investment  in new revenue  equipment,  upgraded  and expanded  facilities,  and
enhanced computer hardware and software. The funding for this expansion has been
from cash  provided by operating  activities,  proceeds from the sale of revenue
equipment, long-term debt, borrowings on the Company's revolving line of credit,
the use of operating leases to finance the acquisition of revenue  equipment and
from public offerings of common stock.
                                       23
<PAGE>
         Net cash  provided by operating  activities  was $75.9  million for the
year ended December 31, 1997 compared to $58.8 million for 1996. The increase is
primarily  attributable to an increase in net earnings and a smaller increase in
accounts  receivable offset primarily by a smaller increase in accounts payable,
accrued liabilities and claims accruals.

         Net cash used in investing  activities  increased to $104.0 million for
the year ended December 31,1997 from $80.2 million for 1996. The increase is due
primarily to an increase in capital  expenditures  including the  acquisition of
tractors and trailers  from lessors of DTI, and fewer  proceeds from the sale of
property and equipment.  Cash expended for investment  activities  also includes
$3.7 million expended for the purchase of certain assets of DTI.

         As of December 31, 1997,  the Company had  commitments  outstanding  to
acquire  replacement and additional  revenue  equipment for  approximately  $170
million.  The  Company has the option to cancel  such  commitments  upon 60 days
notice.  The  Company  believes  it has the  ability  to  obtain  debt and lease
financing  and  generate  sufficient  cash flows from  operating  activities  to
support these acquisitions of revenue equipment.

         During  the  year  ended  December  31,  1997,  the  Company   incurred
approximately $12 million of non-revenue equipment capital  expenditures.  These
expenditures were primarily for the acquisition or construction of new facilites
in Pueblo, Colorado; Columbus, Ohio; Gary, Indiana; Memphis, Tennessee; and Town
of Manasha, Wisconsin.

         The Company  anticipates that it will expend  approximately $33 million
in 1998 for various facilities upgrades and acquisitions of terminal facilities.
Factors  such as costs and  opportunities  for future  terminal  expansions  may
change the amount of such expenditures.

         The  funding  for  capital  expenditures  has  been  and will be from a
combination of cash provided by operating  activities,  amounts  available under
the Company's $110 million line of credit, lease financing and equity offerings.
The availability of capital for revenue equipment and other capital expenditures
will be affected by prevailing  market  conditions  and the Company's  financial
condition and results of operations.

         Net cash  provided by financing  activities  was $32.6  million in 1997
compared to $20.0  million in 1996.  The increase in cash  provided by financing
activities  is  primarily  due to an  increase in  borrowings  under the line of
credit.

         Management  believes  that it will be able to  finance  its  needs  for
working capital,  facilities  improvements and expansion, as well as anticipated
fleet growth through a combination of revenue equipment  purchases and strategic
acquisitions,   as  opportunities   become  available,   with  cash  flows  from
operations,  borrowings  available  under the line of credit and with  long-term
debt and operating lease  financing  believed to be available to finance revenue
equipment  purchases.  Over the long term,  the  Company  will  continue to have
significant  capital  requirements,  which  may  require  the  Company  to  seek
additional  borrowings or equity capital.  The availability of debt financing or
equity capital will depend upon the Company's financial condition and results of
operations  as well as  prevailing  market  conditions,  the market price of the
Company's common stock and other factors over which the Company has little or no
control.
                                       24
<PAGE>
Inflation

         Inflation can be expected to have an impact on the Company's  operating
costs. A prolonged  period of inflation would cause interest rates,  fuel, wages
and other costs to increase and would adversely affect the Company's  results of
operations unless freight rates could be increased correspondingly. However, the
effect of inflation has been minimal over the past three years.



Seasonality

         In the transportation industry,  results of operations generally show a
seasonal  pattern as customers reduce shipments after the winter holiday season.
The  Company's  operating  expenses  also tend to be higher in the winter months
primarily  due to increased  operating  costs in colder  weather and higher fuel
consumption due to increased idle time.



Factors That May Affect Future Results and Financial Condition

         The Company's  future  operating  results and  financial  condition are
dependent on the Company's  ability to successfully  provide  truckload  carrier
services to meet dynamic customer demand patterns.  Inherent in this process are
a number  of  factors  that the  Company  must  successfully  manage in order to
achieve  favorable future operating results and financial  condition.  Potential
risks and uncertainties that could affect the Company's future operating results
and financial  condition  include,  without  limitation,  the factors  discussed
below.

         General  Economic  and  Business  Factors.  The  Company's  business is
dependent  upon a number of factors that may have a material  adverse  effect on
its results of operations, many of which are beyond the Company's control. These
factors include excess capacity in the trucking industry,  significant increases
or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls, license
and  registration  fees and insurance and claims costs, to the extent not offset
by increases in freight rates or fuel  surcharges,  and difficulty in attracting
and retaining  qualified  drivers and owner operators.  The Company's results of
operations  also are affected by  recessionary  economic cycles and downturns in
customers' business cycles, particularly in market segments and industries (such
as retail  and paper  products)  in which the  Company  has a  concentration  of
customers.  In addition,  the Company's  results of  operations  are affected by
seasonal  factors.  Customers tend to reduce  shipments after the winter holiday
season  and the  Company's  operating  expenses  tend to be higher in the winter
months primarily due to colder weather which causes higher fuel consumption from
increased idle time.

         Competition.   The  trucking  industry  is  extremely  competitive  and
fragmented.  The Company competes with many other truckload  carriers of varying
sizes and, to a lesser extent, with railroads.  Competition has created downward
pressure on the truckload industry's pricing
                                       25
<PAGE>
structure.  There are some trucking  companies  with which the Company  competes
that  have  greater  financial  resources  than the  Company,  own more  revenue
equipment and carry a larger volume of freight than the Company.

         Capital Requirements.  The trucking industry is very capital intensive.
The Company depends on cash from operations, operating leases and debt financing
for funds to expand the size of its fleet and maintain modern revenue equipment.
If the  Company  were  unable in the future to enter into  acceptable  financing
arrangements, it would have to limit its growth and might be required to operate
its revenue  equipment for longer periods,  which could have a material  adverse
effect on the Company's operating results.

         Acquisitions.  The growth of the Company has been, and will continue to
be, dependent in significant part upon the acquisition of small-to-medium  sized
trucking  companies  throughout the United States. To date, the Company has been
successful in identifying  trucking companies to acquire and in integrating such
companies'  operations  into the  Company's  operations.  The  Company  may face
competition from transportation companies or other third parties for acquisition
opportunities that become available.  There can be no assurance that the Company
will identify acquisition candidates that will result in successful combinations
in the  future.  Any  future  acquisitions  by the  Company  may  result  in the
incurrence of additional debt and  amortization of expenses  related to goodwill
and intangible assets, which could adversely affect the Company's profitability,
or  could  involve  the  potentially  dilutive  issuance  of  additional  equity
securities.   In  addition,   acquisitions  involve  numerous  risks,  including
difficulties in assimilation of the acquired company's  operations  particularly
in the period immediately  following the consummation of such transactions,  the
diversion of the attention of the Company's management from other business,  and
the  potential  loss of  customers,  key  employees  and drivers of the acquired
company,  all of which  could have a material  adverse  effect on the  Company's
business and operating results.

         Dependence on Key Personnel.  The Company is highly  dependent upon the
services  of Mr.  Jerry  Moyes,  Chairman  of the  Board,  President  and  Chief
Executive Officer, Mr. William F. Riley, III, Executive Vice President and Chief
Financial Officer, Mr. Rodney K. Sartor,  Executive Vice President,  Mr. Patrick
J. Farley,  Executive Vice  President,  and Mr. Kevin H. Jensen,  Executive Vice
President.  Although  the Company  believes it has an  experienced  and talented
management  group, the loss of the services of Mr. Moyes, Mr. Riley, Mr. Sartor,
Mr. Farley or Mr. Jensen could have a material  adverse  effect on the Company's
operations  and  future  profitability.  The  Company  does not have  employment
agreements  with nor does it maintain key man life  insurance on Messrs.  Moyes,
Riley, Sartor, Farley or Jensen.

         Regulation. The Company is regulated by the United States Department of
Transportation.  This regulatory  authority  exercises  broad powers,  generally
governing   activities  such  as   authorization  to  engage  in  motor  carrier
operations,  rates and charges,  operations,  safety,  financial reporting,  and
certain mergers,  consolidations  and acquisitions.  In addition,  the Company's
operations are subject to various  environmental  laws and  regulations  dealing
with the  transportation,  storage,  presence,  use,  disposal  and  handling of
hazardous materials, discharge of stormwater and underground fuel storage tanks.
If the  Company  should  be  involved  in a spill  or other  accident  involving
hazardous  substances  or if  the  Company  were  found  to be in  violation  of
applicable laws or regulations,  it could have a material  adverse effect on the
Company's business and operating results.
                                       26
<PAGE>
         Claims  Exposure;  Insurance.  The Company  currently  self-insures for
liability resulting from cargo loss, personal injury and property damage and for
workers' compensation, and maintains insurance with licensed insurance companies
above its limits on self-insurance. To the extent the Company were to experience
an increase in the number of claims for which it is self-insured,  the Company's
operating  results  would  be  materially   adversely  affected.   In  addition,
significant  increases in insurance  costs,  to the extent not offset by freight
rate increases, would reduce the Company's profitability.

         Dependence on Key  Customers.  A  significant  portion of the Company's
revenue is generated from key  customers.  During 1997, the Company's top 25, 10
and  5  customers  of  1995   accounted  for  47%,  33%  and  23%  of  revenues,
respectively. The Company does not have long-term contractual relationships with
many of its key  customers,  and there can be no  assurance  that the  Company's
relationships  with its key customers  will  continue as presently in effect.  A
reduction in or  termination  of the Company's  services by a key customer could
have a material adverse effect on the Company's business and operating results.



Item 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Consolidated  Financial  Statements  of the Company as of December  31,
1997 and for each of the years in the  three-year  period  ending  December  31,
1997,  together  with  related  notes and the report of KPMG Peat  Marwick  LLP,
independent  auditors,  are set forth on the  following  pages.  Other  required
financial  information  set forth  herein is more fully  described in Item 14 of
this Form 10-K.
                                       27
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

                           Consolidated Balance Sheets

                        (In thousands, except share data)
<TABLE>
<CAPTION>
                                                                              December 31,
                                                                 ---------------------------------------
                                Assets                                 1997                 1996
                                ------                           ------------------   ------------------
                                                              
<S>                                                             <C>                  <C>
Current assets:                                               
    Cash                                                        $         5,726      $         1,210
    Accounts receivable, net                                             92,587               77,918
    Equipment sales receivables                                           3,284                  362
    Inventories and supplies                                              4,509                3,997
    Prepaid taxes, licenses and insurance                                 5,090                3,274
    Assets held for sale                                                  5,468                5,453
    Deferred income taxes                                                 5,280                3,690
                                                                 ------------------   ------------------
           Total current assets                                         121,944               95,904
                                                                 ------------------   ------------------
                                                              
Property and equipment, at cost:                              
    Revenue and service equipment                                       366,223              297,744
    Land                                                                  7,520                7,351
    Facilities and improvements                                          62,760               53,109
    Furniture and office equipment                                       13,949               12,242
                                                                 ------------------   ------------------
           Total property and equipment                                 450,452              370,446
                                                              
    Less accumulated depreciation and amortization                      111,917               95,597
                                                                 ------------------   ------------------
                                                              
           Net property and equipment                                   338,535              274,849
                                                              
Other assets                                                              1,976                  417
                                                              
Goodwill                                                                  8,679                9,435
                                                                 ------------------   ------------------
                                                              
                                                                $       471,134      $       380,605
                                                                 ==================   ==================
</TABLE>
See accompanying notes to consolidated financial statements.
                                       28
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

                           Consolidated Balance Sheets

                        (In thousands, except share data)
<TABLE>
<CAPTION>
                                                                                December 31,
                                                                   --------------------------------------
                 Liabilities and Stockholders' Equity                    1997                1996
                 ------------------------------------              ------------------  ------------------
<S>                                                               <C>                 <C>            
Current liabilities:
    Accounts payable                                              $        14,469     $        16,779
    Accrued liabilities                                                    20,177              17,202
    Current portion of claims accruals                                     16,281              14,668
    Current portion of long-term debt                                       6,849              10,317
                                                                   ------------------  ------------------
           Total current liabilities                                       57,776              58,966
                                                                   ------------------  ------------------

Borrowings under revolving line of credit                                  56,500              16,500
Long-term debt, less current portion                                       16,920              23,784
Claims accruals, less current portion                                      21,343              16,689
Deferred income taxes                                                      44,420              38,000

Stockholders' equity:
    Preferred stock, par value $.001 per share.  Authorized
      1,000,000 shares; none issued
    Common stock, par value $.001 per share.  Authorized
      75,000,000 shares; issued 42,793,557 and 42,202,026 shares
      in 1997 and 1996, respectively                                           43                  42
    Additional paid-in capital                                            116,141             110,277
    Retained earnings                                                     161,407             119,763
                                                                   ------------------  ------------------
                                                                          277,591             230,082
    Less treasury stock, at cost (331,050 shares)                           3,416               3,416
                                                                   ------------------  ------------------
           Total stockholders' equity                                     274,175             226,666

Commitments, contingencies and subsequent events
                                                                   ------------------  ------------------

                                                                  $       471,134     $       380,605
                                                                   ==================  ==================
</TABLE>
See accompanying notes to consolidated financial statements.
                                       29
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

                       Consolidated Statements of Earnings

                        (In thousands, except share data)
<TABLE>
<CAPTION>
                                                                  Years ended December 31,
                                                  -------------------------------------------------------
                                                       1997               1996               1995
                                                  ----------------   ----------------   -----------------
<S>                                             <C>                <C>                <C>            
Operating revenue                               $       713,638    $       562,259    $       458,165
                                                  ----------------   ----------------   -----------------

Operating expenses:
    Salaries, wages and employee benefits               246,231            192,572            169,805
    Operating supplies and expenses                      63,622             52,362             40,582
    Fuel                                                 91,257             77,063             60,697
    Purchased transportation                             96,107             72,040             42,592
    Rental expense                                       46,545             32,599             26,633
    Insurance and claims                                 23,161             20,358             13,121
    Depreciation and amortization                        37,849             33,883             31,726
    Communications and utilities                         10,695              8,219              7,547
    Operating taxes and licenses                         24,132             19,584             19,377
                                                  ----------------   ----------------   -----------------
           Total operating expenses                     639,599            508,680            412,080
                                                  ----------------   ----------------   -----------------

           Operating income                              74,039             53,579             46,085
                                                  ----------------   ----------------   -----------------

Other (income) expenses:
    Interest expense                                      4,647              7,106              6,728
    Interest income                                        (183)              (107)               (75)
    Other                                                  (419)              (632)              (638)
                                                  ----------------   ----------------   -----------------
           Other (income) expenses, net                   4,045              6,367              6,015
                                                  ----------------   ----------------   -----------------

           Earnings before income taxes                  69,994             47,212             40,070

Income taxes                                             28,350             19,790             17,030
                                                  ----------------   ----------------   -----------------

           Net earnings                         $        41,644    $        27,422    $        23,040
                                                  ================   ================   =================

Basic earnings per share                        $           .99    $           .73    $           .62   
                                                  ================   ================   =================

Diluted earnings per share                      $           .96    $           .71    $           .61   
                                                  ================   ================   =================
</TABLE>
See accompanying notes to consolidated financial statements.
                                       30
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

                 Consolidated Statements of Stockholders' Equity
                        (In thousands, except share data)
<TABLE>
<CAPTION>
                                                        Common Stock            Additional                               Total
                                                  -------------------------      paid-in    Retained     Treasury     stockholders'
                                                     Shares      Par value       capital    earnings      stock          equity
                                                  ------------  -----------     ----------  ---------    --------     ------------
<S>                                                <C>          <C>       <C>           <C>           <C>             <C>        
Balance, January 1, 1995                           36,828,984   $    38   $    43,048   $   69,301    $   (1,045)     $   111,342


Issuance of common stock under stock option
  and employee stock purchase plans                   487,317                   1,720                                       1,720
    
Income tax benefit arising from the exercise
  of stock options                                                              1,056                                       1,056

Amortization of deferred compensation                                              48                                          48


Purchase of 213,450 shares of treasury stock                                                              (2,371)          (2,371)
    

Net earnings                                                                                23,040                         23,040
                                                   ----------   -------   -----------   ----------    ----------      -----------

Balance, December 31, 1995                         37,316,301        38        45,872       92,341        (3,416)         134,835


Issuance of common stock under stock option
  and employee stock purchase plans                   438,225                   1,676                                       1,676
    

Issuance of common stock upon public offering,
   net of issuance costs of $300                    4,312,500         4        59,410                                      59,414

Issuance of common stock for Navajo Shippers
   acquisition                                        135,000                   1,918                                       1,918

Income tax benefit arising from the exercise of
   stock options                                                                1,330                                       1,330


Amortization of deferred compensation                                              71                                          71
    
Net earnings                                                                                27,422                         27,422
                                                   ----------   -------   -----------   ----------    ----------      -----------

Balance, December 31, 1996                         42,202,026        42       110,277      119,763        (3,416)         226,666


Issuance of common stock under stock option and 
  employee stock purchase plans                       591,531         1         2,963                                       2,964
    
Income tax benefit arising from the exercise of
  stock options                                                                 2,765                                       2,765

Amortization of deferred compensation                                             136                                         136
    

Net earnings                                                                                41,644                         41,644
                                                   ----------   -------   -----------   ----------    ----------      -----------
Balance, December 31, 1997                         42,793,557   $    43   $   116,141   $  161,407    $   (3,416)     $   274,175
                                                   ==========   =======   ===========   ==========    ==========      ===========
</TABLE>
See accompanying notes to consolidated financial statements.
                                       31
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                                 (in thousands)
<TABLE>
<CAPTION>
                                                                            Years ended December 31,
                                                        ------------------------------------------------------------
                                                              1997                 1996                 1995
                                                        -----------------    -----------------    ------------------
<S>                                                   <C>                 <C>                  <C>              
Cash flows from operating activities:
    Net earnings                                      $         41,644    $          27,422    $          23,040
    Adjustments to reconcile net earnings to net
      cash provided by operating activities:
      Depreciation and amortization                             37,104               33,883               31,726
      Deferred income taxes                                      4,830                3,510                5,250
      Income tax benefit arising from the exercise
        of stock options                                         2,765                1,330                1,056
      Provision for losses on accounts 
        receivable                                                 240                  616                  870
      Amortization of deferred compensation                        136                   71                   48
      Change in assets and liabilities (net of
        effects of acquisitions in 1997 and 1996):
        Increase in accounts receivable                        (14,890)             (22,637)             (12,519)
        Decrease (increase) in inventories and
          supplies                                                (512)                (774)                 574
        Decrease (increase) in prepaid expenses and
          other current assets                                  (1,636)               1,912                   54
        Decrease (increase) in other assets                       (720)                 416                  (15)
        Increase in accounts payable, accrued
          liabilities and claims accruals                        6,932               13,035                8,703
                                                        -----------------    -----------------    ------------------
           Net cash provided by operating 
               activities                                       75,893               58,784               58,787
                                                        -----------------    -----------------    ------------------

Cash flows from investing activities:
    Proceeds from sale of property and 
       equipment                                                30,680               36,692               43,944
    Capital expenditures                                      (131,310)            (111,820)             (65,726)
    Payments received on equipment sales 
       receivables                                                 389                  106                   80
    Business acquisitions                                       (3,749)              (5,148)
                                                        -----------------    -----------------    ------------------
           Net cash used in investing activities
                                                              (103,990)             (80,170)             (21,702)
                                                        -----------------    -----------------    ------------------
</TABLE>
    See accompanying notes to consolidated financial statements.
                                       32
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

                Consolidated Statements of Cash Flows, Continued

                                 (in thousands)
<TABLE>
<CAPTION>
                                                                          Years ended December 31,
                                                         ------------------------------------------------------------
                                                               1997                 1996                 1995
                                                         -----------------    -----------------    ------------------
<S>                                                   <C>                  <C>                  <C>               
Cash flows from financing activities:
    Repayments of long-term debt                      $         (10,332)   $         (60,897)   $         (24,113)
    Proceeds from issuance of long-term debt                                          15,026
    Increase (decrease) in borrowings under
      revolving line of credit                                   40,000                4,750              (13,727)
    Proceeds from sale of common stock, net of
      issuance costs                                              2,945               61,090                1,720
    Purchase of treasury stock                                                                             (2,371)
                                                         -----------------    -----------------    ------------------
           Net cash provided by (used in) financing
              activities                                         32,613               19,969              (38,491)
                                                         -----------------    -----------------    ------------------

Net increase (decrease) in cash                                   4,516               (1,417)              (1,406)

Cash at beginning of year                                         1,210                2,627                4,033
                                                         -----------------    -----------------    ------------------

Cash at end of year                                   $           5,726    $           1,210    $           2,627
                                                         =================    =================    ==================

Supplemental disclosure of cash flow 
    information:
    Cash paid during the year for:
      Interest                                        $           4,568    $           7,112    $           6,919
                                                         =================    =================    ==================
      Income taxes                                    $          23,059    $          14,163    $          12,225
                                                         =================    =================    ==================

Supplemental schedule of noncash investing
    and financing activities:
    Equipment sales receivables                       $           3,284    $             362    $             596
                                                         =================    =================    ==================
    Direct financing for purchase of equipment        $                    $                    $          35,911
                                                         =================    =================    ==================
</TABLE>
See accompanying notes to consolidated financial statements.
                                       33
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

                Consolidated Statements of Cash Flows, Continued

                                 (in thousands)
<TABLE>
<CAPTION>
                                                               Years ended December 31,
                                                         --------------------------------------
                                                               1997                 1996
                                                         -----------------    -----------------
<S>                                                   <C>                  <C>              
During 1997 and 1996, in connection with 
    business acquisitions, assets were acquired
    and liabilities were incurred as follows:

Current assets                                        $             180    $             222
Property and equipment                                            2,554                5,644
Intangibles                                                       1,015                1,200
Issuance of common stock                                                              (1,918)
                                                         -----------------    -----------------

Cash paid                                             $           3,749    $           5,148
                                                         =================    =================
</TABLE>
See accompanying notes to consolidated financial statements.
                                       34
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 1997, 1996 and 1995



(1)    Summary of Significant Accounting Policies

       Principles of Consolidation

       The  consolidated  financial  statements  include  the  accounts of Swift
       Transportation Co., Inc., a Nevada holding company,  and its wholly-owned
       subsidiaries  (the Company).  All significant  intercompany  balances and
       transactions have been eliminated in consolidation.

       Cash and Cash Equivalents

       For purposes of the  statement of cash flows,  the Company  considers all
       highly liquid debt  instruments  purchased  with  original  maturities of
       three months or less to be cash equivalents.

       Inventories and Supplies

       Inventories and supplies consist  primarily of spare parts,  tires,  fuel
       and  supplies  and are  stated  at cost.  Cost is  determined  using  the
       first-in, first-out (FIFO) method.

       Property and Equipment

       Property and equipment are stated at cost. Gains and losses from the sale
       of revenue equipment are included as a component of depreciation expense.
       Net  gains  in  1997,  1996  and 1995  were  $3,626,000,  $2,185,000  and
       $2,663,000, respectively.

       To obtain certain tax incentives,  the Company  financed the construction
       of its  Edwardsville,  Kansas terminal with municipal bonds issued by the
       city.  Subsequently,  the Company purchased 100% of the bonds and intends
       to hold them to maturity,  effectively  financing the  construction  with
       internal  cash flow.  The Company has offset the  investment in the bonds
       against  the  related   liability   and  neither  is   reflected  on  the
       consolidated balance sheet.

       For the  years  ended  December  31,  1997,  1996 and 1995,  the  Company
       capitalized   interest  related  to   self-constructed   assets  totaling
       $586,000, $428,000 and $357,000, respectively.

       Depreciation on property and equipment is calculated on the straight-line
       method over the estimated  useful lives of 10 to 40 years for  facilities
       and  improvements,  5 to 12 years for revenue and service equipment and 3
       to 5 years for furniture and office equipment.

       Tires on revenue  equipment  purchased are  capitalized as a component of
       the  related  equipment  cost when the  vehicle is placed in service  and
       depreciated over the life of the vehicle.  Replacement tires are expensed
       when placed in service.
                                       35
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


       Goodwill

       Goodwill  represents  the excess of purchase price over fair value of net
       assets  acquired.  Such goodwill is being amortized on the  straight-line
       method over periods ranging from 15 to 20 years. Accumulated amortization
       was   $2,901,000   and   $2,144,000   at  December  31,  1997  and  1996,
       respectively.  The  Company  continually  evaluates  whether  events  and
       circumstances have occurred that indicate the remaining  estimated useful
       life of goodwill may warrant  revision or that the remaining  balance may
       not be  recoverable.  When  factors  indicate  that the  asset  should be
       evaluated  for possible  impairment,  the Company uses an estimate of the
       undiscounted  net cash  flows  over the  remaining  life of the  asset in
       determining whether the asset is impaired.

       Revenue Recognition

       Operating revenues and related direct costs are recognized as of the date
       the freight is picked up for shipment.

       Income Taxes

       The  Company  accounts  for income  taxes  under the asset and  liability
       method. Deferred tax assets and liabilities are recognized for the future
       tax  consequences  attributable  to  differences  between  the  financial
       statement  carrying  amount of existing  assets and liabilities and their
       respective tax bases.  Deferred tax assets and  liabilities  are measured
       using enacted tax rates  expected to apply to taxable income in the years
       in which those  temporary  differences  are  expected to be  recovered or
       settled. The effect on deferred tax assets and liabilities of a change in
       tax rates is recognized in the period that includes the enactment date.

       Earnings Per Share

       Basic earnings per share is computed using the weighted average number of
       common shares outstanding during each period (42,242,000,  37,434,000 and
       36,867,000 for 1997, 1996, and 1995, respectively).  Diluted earnings per
       common share includes the impact of stock options assumed to be exercised
       using the treasury stock method. The denominator for diluted earnings per
       share is greater  than the  denominator  used in the basic  earnings  per
       share by 942,000,  1,069,000,  and 1,155,000  shares in 1997,  1996,  and
       1995, respectively.  The numerator is the same for both basic and diluted
       earnings per share.

       All share data has been  restated to reflect  the 3-for-2  stock split as
       described in Note 18.

       Use of Estimates

       Management of the Company has made a number of estimates and  assumptions
       relating to the  reporting  of assets and  liabilities  and  revenues and
       expenses and the  disclosure of contingent  liabilities  to prepare these
       consolidated  financial  statements in conformity with generally accepted
       accounting principles. Actual results could differ from those estimates.

       Accounting Standards Not Yet Adopted By the Company

       The Financial Accounting Standards Board has issued several Statements of
       Financial Accounting Standards for which the required implementation date
       has not yet become  effective.  None of these  accounting  standards will
       have  a  material   impact  on  the  Company's   consolidated   financial
       statements.
                                       36
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


 (2)   Accounts Receivable

       Accounts receivable consists of:
<TABLE>
<CAPTION>
                                                                            December 31,
                                                                --------------------------------------
                                                                      1997                 1996
                                                                -----------------    -----------------
                                                                           (in thousands)
<S>                                                          <C>                  <C>              
           Trade customers                                   $          88,373    $          76,287
           Equipment manufacturers                                       2,657                  475
           Other                                                         1,848                1,709
                                                                -----------------    -----------------
                                                                        92,878               78,471
           Less allowance for doubtful accounts                            291                  553
                                                                -----------------    -----------------

                                                             $          92,587    $          77,918
                                                                =================    =================
</TABLE>

       The schedule of allowance for doubtful accounts is as follows:
<TABLE>
<CAPTION>
                                           Beginning                                          Ending
                                            balance         Additions        Deductions       balance
                                        --------------  ---------------- ---------------  --------------
                                                                 (in thousands)

        Year ended December 31:
        -----------------------
<S>                                    <C>             <C>              <C>              <C>          
          1997                         $         553   $        240     $        (502)   $         291
                                        ==============  ================ ===============  ==============

          1996                         $         927   $        616     $        (990)   $         553
                                        ==============  ================ ===============  ==============

          1995                         $         387   $        870     $        (330)   $         927
                                        ==============  ================ ===============  ==============
</TABLE>

(3)    Assets Held for Sale

       Assets held for sale  consist of land,  land  improvements,  building and
       equipment  related to the Company's  former  corporate  headquarters  and
       terminal  located  in  Phoenix,  Arizona  and is  stated  at the lower of
       depreciated cost or fair value less costs to sell.
                                       37
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


(4)    Accrued Liabilities

       Accrued liabilities consists of:
<TABLE>
<CAPTION>
                                                                              December 31,
                                                                  --------------------------------------
                                                                        1997                 1996
                                                                  -----------------    -----------------
                                                                             (in thousands)
<S>                                                             <C>                 <C>              
           Employee compensation                                $         12,400    $          10,741
           Fuel and mileage taxes                                          2,662                2,002
           Income taxes payable                                            1,575                1,113
           Other                                                           3,540                3,346
                                                                  -----------------    -----------------

                                                                $         20,177    $          17,202
                                                                  =================    =================
</TABLE>

(5)    Borrowings Under Revolving Line of Credit

       The Company has a $110 million  unsecured  revolving  line of credit (the
       line of credit)  under an  agreement  with four major  banks (the  Credit
       Agreement)  which  matures on January 16, 2001.  Interest on  outstanding
       borrowings is based upon one of two options which the Company  selects at
       the time of  borrowing:  the bank's  prime  rate or the London  Interbank
       Offered Rate (LIBOR) plus  applicable  margins,  as defined in the Credit
       Agreement.  The  unused  portion  of the line of credit is  subject  to a
       commitment fee.

       The Credit Agreement  requires the Company to meet certain covenants with
       respect to debt to equity and debt coverage ratios.  The Credit Agreement
       also  requires  the Company to maintain  unencumbered  assets of not less
       than 120% of unsecured indebtedness (as defined).

       The Credit  Agreement  includes  financing  for  letters  of credit.  The
       Company  has  outstanding   letters  of  credit  primarily  for  workers'
       compensation and liability self-insurance purposes totaling $12.1 million
       at December 31, 1997.
                                       38
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


(6)    Long-Term Debt

       Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                               December 31,
                                                                  --------------------------------------
                                                                        1997                 1996
                                                                  ------------------   -----------------
                                                                              (in thousands)
<S>                                                               <C>                  <C>           
       Notes payable to commercial lending institutions 
           with varying payments through the year 2006,  
           secured by revenue and service equipment with
           a net book value of approximately $18 million
           at December 31, 1997:

             Fixed interest rates ranging from 2.8% to 7.3%       $          2,206     $        3,986

             Floating interest rate based on LIBOR plus .45%
               to .625% (effective rates ranging from 6.2% to
               6.32% at December 31, 1997)                                   6,563             15,115

       Note payable to insurance company bearing interest at 
           6.78% payable monthly with principal payments of
           $3,000,000 due in 2002 through 2006 secured by 
           deed of trust on Phoenix facilities. Covenant 
           requirements include minimum debt to equity and 
           debt coverage ratios and tangible net worth. The 
           covenants include limitations on dividends and 
           treasury stock purchases.                                        15,000             15,000
                                                                  ------------------   -----------------
                     Total long-term debt                                   23,769             34,101

       Less current portion                                                  6,849             10,317
                                                                  ------------------   -----------------

       Long-term debt, less current portion                    $            16,920    $        23,784
                                                                  ==================   =================
</TABLE>

       The aggregate  annual  maturities of long-term  debt exclusive of amounts
       due under the  revolving  line of credit (see note 5) as of December  31,
       1997 are as follows:

                          Year ending                      
                          December 31                         (in    
                          -----------                      thousands)
                                                           ----------
                              1998                   $         6,849
                              1999                             1,920
                              2000                                 0
                              2001                                 0
                              2002                             3,000
                           Thereafter                         12,000
                                                        -----------------

                                                     $        23,769
                                                        =================
                                       39
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


(7)    Commitments

       Leases

       The Company  leases  various  revenue  equipment and terminal  facilities
       under  operating  leases.  At December 31, 1997, the future minimum lease
       payments under noncancelable operating leases are as follows:

<TABLE>
<CAPTION>
                    Year ending                    Revenue
                    December 31                   Equipment           Facilities            Total
                    -----------                -----------------   -----------------   -----------------
                                                                    (in thousands)
<S>                                          <C>                 <C>                 <C>             
                       1998                  $         39,329    $            898    $         40,227
                       1999                            25,307                 561              25,868
                       2000                            11,285                 338              11,623
                       2001                             6,447                 228               6,675
                       2002                             1,325                 164               1,489
                    Thereafter                                                613                 613
                                               -----------------   -----------------   -----------------

           Total minimum lease payments      $         83,693    $          2,802    $         86,495
                                               =================   =================   =================
</TABLE>


       The  revenue   equipment  leases   generally   include  purchase  options
       exercisable at the completion of the lease. The Company recorded gains of
       approximately  $700,000,  $3.3 million, and $2.1 million from the sale of
       leased tractors in 1997, 1996, and 1995, respectively.

       Purchase Commitments

       The Company had commitments  outstanding to acquire revenue equipment for
       approximately  $170  million at December 31, 1997.  These  purchases  are
       expected to be financed by operating leases, debt, proceeds from sales of
       existing  equipment and cash flows from  operations.  The Company has the
       option to cancel such commitments with 60 days notice.


(8)    Stockholders' Equity

       Stock Compensation Plans

       At December  31,  1997,  the Company has three  stock-based  compensation
       plans,  which are described below. The Company applies APB Opinion No. 25
       and related interpretations in accounting for its plans. Accordingly,  no
       compensation  cost has been  recognized  for its Employee  Stock Purchase
       Plan. The compensation  cost that has been charged against income for its
       Fixed Stock Option  Plans was  $136,000,  $71,000,  and $48,000 for 1997,
       1996, and 1995, respectively.
                                       40
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


       Had compensation  cost for the Company's three  stock-based  compensation
       plans  been  determined  consistent  with FASB  Statement  No.  123,  the
       Company's  net earnings and earnings per share would have been reduced to
       the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                         1997                1996                1995       
                                                                   -----------------   -----------------   -----------------
<S>                                                                <C>                 <C>                 <C>              
           Net earnings                          As Reported              $41,644             $27,422             $23,040   
                                                                   =================   =================   =================
                                                                                                                            
                                                 Pro forma                $41,147             $27,154             $22,795   
                                                                   =================   =================   =================
                                                                                                                            
           Basic earnings per share              As Reported                 $.99                $.73                $.62   
                                                                   =================   =================   =================
                                                                                                                            
                                                 Pro forma                   $.97                $.71                $.62   
                                                                   =================   =================   =================
                                                                                                                            
           Diluted earnings per share            As Reported                 $.96                $.71                $.61   
                                                                   =================   =================   =================
                                                                                                                            
                                                 Pro forma                   $.95                $.71                $.60   
                                                                   =================   =================   =================
</TABLE>              

       Pro forma net earnings reflect only options granted in 1995 through 1997.
       Therefore,  the full impact of  calculating  compensation  cost for stock
       options under SFAS No. 123 is not reflected in the pro forma net earnings
       amounts  presented above because  compensation cost is reflected over the
       options'  vesting  period of 9 years and  compensation  cost for  options
       granted prior to January 1, 1995 is not considered under SFAS No. 123.

       Fixed Stock Option Plans

       The Company has two fixed stock  option  plans.  Under the 1990  Employee
       Stock Option Plan,  the Company may grant  options to employees for up to
       3.825  million  shares  of  common  stock.  Under  the 1994  Non-Employee
       Directors Plan, the Company may grant options to  non-employee  directors
       for up to 90,000 shares of common stock.  Under both plans,  the exercise
       price  of each  option  equals  85  percent  of the  market  price of the
       Company's stock on the date of the grant, and an option's maximum term is
       ten years.  Options under the Employee  Stock Option Plan vest 20 percent
       after five years and 20 percent each succeeding  year.  Options under the
       Non-Employee Directors Plan vest on the grant date.

       The fair value of each  option  grant is  estimated  on the date of grant
       using  the   Black-Scholes   option-pricing   model  with  the  following
       weighted-average assumptions used for grants in 1995 through 1997:

                                                      1997    1995 and 1996
                                                      ----    -------------
           Dividend yield                                0%         0%

           Expected volatility                          35%        46.5%

           Risk free interest rate                       6%         6.5%

           Expected lives (days after vesting date)     36         42
                                       41
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


       A summary of the status of the  Company's two fixed stock option plans as
       of December 31, 1997 and 1996, and changes during the years then ended on
       those dates is presented below:
<TABLE>
<CAPTION>
                                          1997                       1996                       1995
                                ------------------------   ------------------------   ------------------------
                                               Weighted-                  Weighted-                  Weighted-
                                                Average                    Average                    Average 
                                 Shares        Exercise     Shares        Exercise     Shares        Exercise 
                                  (000)          Price       (000)          Price       (000)          Price  
                                ---------      ---------   ---------      ---------   ---------      ---------
<S>                             <C>            <C>         <C>            <C>         <C>            <C>     
       Outstanding at be-
           ginning of year      2,449,200      $    4.36   2,779,575      $    4.00   2,851,950      $    3.00

       Granted                    670,875      $   15.29      75,000      $   11.03     405,825      $    9.87

       Exercised                 (461,235)     $    2.05    (334,050)     $    2.11    (378,750)     $    1.94

       Forfeited                 (204,600)     $    2.89     (71,325)     $    7.98     (99,450)     $    7.01
                                ---------                  ---------                  ---------

       Outstanding at end of
           year                 2,454,240      $    7.91   2,449,200      $    4.36   2,779,575      $    4.00
                                =========                  =========                  =========

       Options exercisable                                                                           
           at year-end            118,050                    121,950                     24,000      
                                =========                  =========                  =========      

       Weighted-average fair
           value of options
           granted during
           the year             $   10.86                  $   12.61                  $   11.61
                                =========                  =========                  =========
</TABLE>

       The  following  table  summarizes  information  about fixed stock options
       outstanding at December 31, 1997:
<TABLE>
<CAPTION>
                                  Options Outstanding                           Options Exercisable
                           ------------------------------                -------------------------------
                                              Weighted-
                               Number          Average       Weighted-       Number          Weighted-
                             Outstanding      Remaining       Average      Exercisable        Average
                                 at          Contractual     Exercise          at             Exercise
                              12/31/97           Life          Price        12/31/97           Price
                           --------------  --------------  ------------  ---------------  --------------

<S>                        <C>                    <C>         <C>        <C>                    <C>  
       $1.86                  605,250             2.74         $1.86         11,250              $1.86

       $2.31 to $7.30         735,690             5.12         $5.01        100,800              $3.38

       $8.00 to $13.17        449,325             7.60         $9.89          3,000              $9.95

       $15.02                 516,975             9.25        $15.02

       $15.58 to $18.27       147,000             9.61        $16.24          3,000             $18.27
                           -----------                                   ------------

                            2,454,240             6.12         $7.91        118,050              $3.78
                           ===========                                   ============
</TABLE>
                                       42
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


       Employee Stock Purchase Plan

       Under the 1994 Employee Stock Purchase Plan, the Company is authorized to
       issue up to 3  million  shares of common  stock to  full-time  employees,
       nearly all of whom are  eligible to  participate.  Under the terms of the
       Plan,  employees  can choose  each year to have up to 15 percent of their
       annual base earnings withheld to purchase the Company's common stock. The
       purchase  price  of  the  stock  is  85  percent  of  the  lower  of  the
       beginning-of-period  or  end-of-period  (each  period being the first and
       second six calendar months) market price.  Each employee is restricted to
       purchasing during each period a maximum of $12,500 of stock determined by
       using the  beginning-of-period  price.  Under the Plan,  the Company sold
       130,500,  102,274 and 110,490  shares to 1,143,  482 and 516 employees in
       1997, 1996 and 1995, respectively. Compensation cost is calculated as the
       fair value of the employees'  purchase rights,  which was estimated using
       the Black-Scholes model with the following assumptions:

                                                       1997        1995 and 1996
                                                       ----        -------------
           Dividend yield                                0%             0%

           Expected volatility                          35%            46.5%

           Risk free interest rate                       5%             5%


       The weighted-average fair value of those purchase rights granted in 1997,
       1996 and 1995 was $4.63, $3.79 and $3.56 respectively.


(9)    Income Taxes

       Income tax expense consists of:
<TABLE>
<CAPTION>
                                                   1997                1996                1995
                                             -----------------   ------------------  ------------------
                                                                  (in thousands)
<S>                                        <C>                 <C>                 <C>             
           Current expense:
             Federal                       $         19,395    $         13,610    $          9,800
             State                                    4,125               2,670               1,980
                                             -----------------   ------------------  ------------------
                                                     23,520              16,280              11,780
                                             -----------------   ------------------  ------------------

           Deferred expense:
             Federal                                  4,242               2,980               4,370
             State                                      588                 530                 880
                                             -----------------   ------------------  ------------------
                                                      4,830               3,510               5,250
                                             -----------------   ------------------  ------------------

                                           $         28,350    $         19,790    $         17,030
                                             =================   ==================  ==================
</TABLE>
                                       43
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


       The Company's effective tax rate was 40.5%, 42.0% and 42.5% in 1997, 1996
       and  1995,  respectively.   The  actual  tax  expense  differs  from  the
       "expected" tax expense  (computed by applying the U.S. Federal  corporate
       income tax rate of 35% to earnings before income taxes) as follows:

<TABLE>
<CAPTION>
                                                                    Years ended December 31,
                                                    ----------------------------------------------------
                                                         1997              1996              1995
                                                    ----------------  ----------------- ----------------
                                                                      (in thousands)
<S>                                                <C>               <C>               <C>           
           Computed "expected" tax expense         $       24,498    $       16,524    $       14,025
           Increase in income taxes resulting
             from:
               State income taxes, net of
                 federal income tax benefit                 3,002             2,080             1,859
               Other, net                                     850             1,186             1,146
                                                    ----------------  ----------------- ----------------

                                                   $       28,350    $       19,790    $       17,030
                                                    ================  ================= ================
</TABLE>

       The net effects of temporary  differences  that give rise to  significant
       portions of the  deferred tax assets and  deferred  tax  liabilities  are
       presented below:
<TABLE>
<CAPTION>
                                                                                  December 31,
                                                                       ---------------------------------
                                                                            1997              1996
                                                                       ----------------  ---------------
                                                                                 (in thousands)
<S>                                                                   <C>               <C>           
           Deferred tax assets:
             Claims accruals                                          $       14,790    $       12,320
             Accounts receivable due to allowance for doubtful
               accounts                                                          110               210
             Other                                                               100               170
                                                                       ----------------  ---------------
                     Total deferred tax assets                                15,000            12,700
                                                                       ----------------  ---------------

           Deferred tax liabilities:
             Property and equipment, principally due to differ-
               ences in depreciation                                         (52,140)          (45,160)
             Prepaid taxes, licenses and permits deducted for tax
               purposes                                                       (2,000)           (1,850)
                                                                       ----------------  ---------------
                     Total deferred tax liabilities                          (54,140)          (47,010)
                                                                       ----------------  ---------------

                     Net deferred tax liability                       $      (39,140)   $      (34,310)
                                                                       ================  ===============
</TABLE>
                                       44
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


       These  amounts are  presented in the  accompanying  consolidated  balance
sheets as follows:

<TABLE>
<CAPTION>
                                                                                December 31,
                                                                    ------------------------------------
                                                                          1997               1996
                                                                    -----------------  -----------------
                                                                              (in thousands)
<S>                                                                <C>                <C>            
           Current deferred tax asset                              $         5,280    $         3,690
           Noncurrent deferred tax liability                               (44,420)           (38,000)
                                                                    -----------------  -----------------
                                                             
           Net deferred tax liability                              $       (39,140)   $       (34,310)
                                                                    =================  =================
</TABLE>
                                                          
(10)   Claims Accruals

       The Company's  insurance  program for liability,  workers'  compensation,
       physical  damage and cargo damage involves  self-insurance,  with varying
       risk retention  levels.  Claims in excess of these risk retention  levels
       are covered by insurance in amounts which management considers adequate.

       Claims accruals  represent  accruals for the uninsured portion of pending
       claims at December 31, 1997 and 1996.  The current  portion  reflects the
       amounts  of  claims  expected  to be paid in the  following  year.  These
       accruals are estimated based on management's evaluation of the nature and
       severity  of   individual   claims  and  an  estimate  of  future  claims
       development  based  on  the  Company's  past  claims  experience.  Claims
       accruals also include accrued medical  expenses under the Company's group
       medical insurance program.


(11)   Fair Value of Financial Instruments

       Statement of Financial Accounting  Standards No. 107,  "Disclosures about
       Fair Value of Financial  Instruments," requires that the Company disclose
       estimated  fair  values  for its  financial  instruments.  The  following
       summary presents a description of the  methodologies and assumptions used
       to determine such amounts.

       Cash

       The  carrying  amount is  assumed  to be the fair  value  because  of the
       liquidity of these instruments.

       Accounts Receivables and Payables

       Fair  value  is  considered  to be  equal  to the  carrying  value of the
       accounts receivable and accounts payable and accrued liabilities, as they
       are generally  short-term in nature and the related  amounts  approximate
       fair value or are receivable or payable on demand.

       Long-term Debt and Borrowings Under Revolving Line of Credit

       The fair value of all of these  instruments  is  assumed  to  approximate
       their respective  carrying values given the duration of the notes,  their
       interest rates and underlying collateral.
                                       45
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


       Limitations

       Fair value  estimates are made at a specific  point in time and are based
       on  relevant  market  information  and  information  about the  financial
       instrument.  These  estimates do not reflect any premium or discount that
       could  result from  offering  for sale at one time the  Company's  entire
       holdings of a particular  financial  instrument.  Changes in  assumptions
       could  significantly  affect  these  estimates.  Since the fair  value is
       estimated  as of December 31,  1997,  the amounts  that will  actually be
       realized or paid at  settlement or maturity of the  instruments  could be
       significantly different.


(12)   Employee Benefit Plans

       The Company  maintains a 401(k) profit sharing plan for all employees who
       are 19 years of age or older and have completed one year of service.  The
       Plan provides for a mandatory  matching  contribution equal to the amount
       of  the  employee's  salary  reduction,  but  not  to  exceed  1% of  the
       employee's  compensation.  Also,  the plan  provides for a  discretionary
       matching  contribution  not to exceed 4% of the employee's  compensation,
       limited  to the  amount  permitted  under the  Internal  Revenue  Code as
       deductible  expenses.  The Company may also make voluntary profit sharing
       contributions.  Employees'  rights to employer  contributions  vest after
       five  years from their date of  employment.  The  Company's  contribution
       totaled  approximately  $4.2  million,  $2.9 million and $2.4 million for
       1997, 1996 and 1995, respectively.


(13)   Related Party Transactions

       The  Company  leases  various  properties  from  entities  owned  by  the
       principal  stockholder.  Rents paid under these leases totaled  $700,000,
       $1.0 million and $1.1 million for the years ended December 31, 1997, 1996
       and 1995, respectively.

       The Company  provided  transportation  services to entities  owned by its
       principal  stockholder.  For the years ended December 31, 1997,  1996 and
       1995,   the  Company   recognized   $318,000,   $213,000   and   $79,000,
       respectively,  in operating revenue from these entities.  At December 31,
       1997, $46,000 was owed to the Company for these services.

       A company owned by the Company's principal stockholder leases tractors to
       some of the Company's owner operators. In connection with this program in
       1997,  1996 and 1995, the Company  acquired new tractors and sold them to
       this  entity  for  $22.8   million,   $13.2  million  and  $7.5  million,
       respectively,  and  recognized  fee income of $1.4 million,  $855,000 and
       $495,000,  respectively.  During 1997,  1996,  and 1995, the Company also
       sold used revenue  equipment to this entity totaling  $238,000,  $700,000
       and $3.7 million  respectively,  and recognized gains of $36,000 in 1997,
       $114,000 in 1996 and $765,000 in 1995.

       A Company owned by the principal  stockholder  provides aircraft services
       to the Company. Payments for such services totaled $590,000, $450,000 and
       $338,000  for  the  years  ended  December  31,  1997,   1996  and  1995,
       respectively.  At December 31, 1997,  $69,000 was owed to this entity for
       such services.

       During 1997,  1996 and 1995, the Company  purchased parts and maintenance
       services from an entity owned by one of the Company's  outside  directors
       totaling $3,217,000, $2,379,000 and $1,222,000, respectively.
                                       46
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued



       The Company's  principal  stockholder  acquired a  significant  ownership
       interest  in a less than  truckload  carrier  during  1997.  The  Company
       provides  transportation  services to this  carrier and  recognized  $1.5
       million in operating revenue in 1997. At December 31, 1997,  $277,000 was
       owed to the Company for these  services.  In  addition,  the Company paid
       $80,000 to the carrier for facilities rental.

       The  Company's  principal  stockholder  owns an  entity  with a fleet  of
       approximately  200 tractors  which  operates as a fleet  operator for the
       Company.  During 1997, the Company paid $5,251,000 to this fleet operator
       for purchased  transportation services. At December 31, 1997, $90,000 was
       owed for these purchased  transportation  services. Also, the Company was
       paid  $264,000  by this fleet  operator  and paid  $117,000 to this fleet
       operator for various services including training and repairs. At December
       31,  1997,  $65,000 was owed to the Company and  $110,000 was owed by the
       Company for these services.

       All  of  the  above  related  party  arrangements  were  approved  by the
       independent members of the Company's Board of Directors.


(14)   Acquisitions

       On April 8, 1997, the Company completed its acquisition of certain assets
       of Direct Transit, Inc. ("DTI"), a Debtor-In-Possession  in United States
       Bankruptcy  Court.  DTI was a dry van carrier  based in North Sioux City,
       South Dakota and operated  predominantly in the eastern two-thirds of the
       United  States.  The Company  acquired  inventory,  furniture  and office
       equipment,  computer equipment and miscellaneous assets from DTI for $2.7
       million.  Also, the Company paid $1 million to the principal  shareholder
       of DTI in exchange for a covenant not to compete. Separately, the Company
       acquired 565 tractors and 1,622 trailers from various lessors. Certain of
       the  revenue  equipment  was  purchased  for $31  million  and new  lease
       agreements  were  negotiated  on $11  million of revenue  equipment.  The
       Company used working  capital and  borrowings  under its existing line of
       credit to acquire the assets  described  above and for payments under the
       covenant not to compete.

       On September  12, 1996,  the Company  acquired  substantially  all of the
       operating  assets  utilized  in the dry  freight  van  division of Navajo
       Shippers,  Inc. and two of its wholly-owned  subsidiaries,  Digby Leasing
       and Digby-Ringsby  Truck Lines, Inc.  (collectively,  "Navajo Shippers").
       The  acquisition  was  accounted  for as a  purchase  and the  results of
       operations  of Navajo  Shippers  have been  included in the  consolidated
       financial  statements  beginning  on  September  12,  1996.  The  Company
       acquired 287 tractors and 417 trailers and related on-board communication
       equipment.  The Company  assumed Navajo  Shipper's  position on operating
       leases  for  257  tractors  and  acquired  30  owner   operators.   Total
       consideration  for the  assets  purchased  and  goodwill  was  $7,066,000
       consisting  of cash of  $5,148,000  and 135,000  shares of the  Company's
       common  stock  valued  at  $1,918,000.   The  Company  paid  the  sellers
       approximately  $1.2 million for commissions on revenues  generated by the
       Company in the 12 months following the date of acquisition. The excess of
       cost over net book value has been accounted for as goodwill.  Goodwill is
       being amortized on a straight-line basis over 15 years.
                                       47
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


 (15)  Commitments and Contingencies

       The Company is involved in certain claims and pending  litigation arising
       in the normal  course of  business.  Based on the  knowledge of the facts
       and, in certain cases,  opinions of outside counsel,  management believes
       the resolution of claims and pending  litigation will not have a material
       adverse effect on the financial condition of the Company.


(16)   Industry Segment Information

       The Company operates predominantly in one industry,  road transportation,
       as a truckload  motor carrier  subject to regulation by the Department of
       Transportation and various state regulatory authorities.


(17)   Quarterly Results of Operations (Unaudited)

<TABLE>
<CAPTION>
                                         First           Second            Third            Fourth
                                        Quarter          Quarter           Quarter          Quarter
                                    ----------------  ---------------  ---------------- ----------------
                                                      (in thousands, except share data)
<S>                                <C>               <C>              <C>              <C>            
Year ended December 31, 1997
----------------------------
Operating revenue                  $       156,074   $       180,855  $       188,071  $       188,640
Operating income                            11,123            18,979           22,829           21,138
Net earnings                                 6,231            10,556           12,882           12,005
Basic earnings per  share                      .15               .25              .30              .28
Diluted earnings per  share                    .14               .24              .30              .28

Year ended December 31, 1996
----------------------------
Operating revenue                  $       124,524   $       137,210  $       146,739  $       153,786
Operating income                             5,716            13,961           17,728           16,174
Net earnings                                 2,571             6,772            9,451            8,628
Basic earnings per share                       .07               .18              .25              .23
Dilutive earnings per share                    .07               .18              .25              .22
</TABLE>


(18)  Subsequent Event

      On February 20,1998,  the Company's Board of Directors  approved a 3-for-2
      stock split  effected in the form of a stock dividend and payable on March
      12, 1998 to the  stockholders  of record at the close of business on March
      2, 1998. All share amounts,  share prices and earnings per share have been
      retroactively adjusted to reflect this 3-for-2 stock split.
                                       48
<PAGE>



                          Independent Auditors' Report



The Board of Directors and Stockholders
Swift Transportation Co., Inc.:


We  have  audited  the  accompanying   consolidated   balance  sheets  of  Swift
Transportation  Co., Inc. and subsidiaries as of December 31, 1997 and 1996, and
the related consolidated statements of earnings,  stockholders' equity, and cash
flows for each of the years in the  three-year  period ended  December 31, 1997.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Swift Transportation
Co., Inc. and  subsidiaries as of December 31, 1997 and 1996, and the results of
their  operations  and their cash flows for each of the years in the  three-year
period ended December 31, 1997 in conformity with generally accepted  accounting
principles.



                                                   KPMG Peat Marwick LLP

Phoenix, Arizona
February 20, 1998
                                       49
<PAGE>
Item 9.           CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURE

         The  Company  has  never  filed  a  Form  8-K to  report  a  change  in
accountants because of a disagreement over accounting  principles or procedures,
financial statement disclosure, or otherwise.



                                    PART III

Item 10.          DIRECTORS AND  EXECUTIVE OFFICERS OF THE REGISTRANT

         Information  with respect to  continuing  directors and nominees of the
Company  is set forth  under the  captions  "Information  Concerning  Directors,
Nominees and Officers," "Meetings of the Board of Directors and its Committees,"
and  "Director  Compensation"  in the  Registrant's  Notice and Proxy  Statement
relating to its 1998 Annual Meeting of Stockholders  ("the 1998 Notice and Proxy
Statement") to be held on May 28,1998  incorporated  by reference into this Form
10-K  Report.  With  the  exception  of  the  foregoing  information  and  other
information  specifically  incorporated by reference into this Form 10-K Report,
the  Registrant's  1998 Notice and Proxy  Statement is not being filed as a part
hereof.

Item 11.          EXECUTIVE COMPENSATION

         Information  with respect to executive  compensation is set forth under
the captions "Executive  Compensation,"  "Compensation  Committee Interlocks and
Insider Participation,"  "Meetings and Compensation" and "Employment Agreements"
in the 1998 Notice and Proxy Statement and is incorporated  herein by reference;
provided,   however,   that  the   information  set  forth  under  the  captions
"Compensation  Committee  Report on  Executive  Compensation"  and "Stock  Price
Performance  Graph"  contained  in the 1998 Notice and Proxy  Statement  are not
incorporated by reference herein.

Item 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Information  with respect to security  ownership of certain  beneficial
owners and  management  is included  under the caption  "Security  Ownership  of
Principal  Stockholders  and  Management" in the 1998 Notice and Proxy Statement
and is incorporated herein by reference.

Item 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Information with respect to certain  relationships  and transactions of
management   is  set  forth  under  the  caption   "Certain   Transactions   and
Relationships" and "Compensation Committee Interlocks and Insider Participation"
in the 1998 Notice and Proxy Statement and is incorporated herein by reference.
                                       50
<PAGE>
                                     PART IV

Item 14.          EXHIBITS, FINANCIAL  STATEMENT  SCHEDULES AND REPORTS ON  FORM
                  8-K.

(a)      Financial Statements and Schedules.


(i)         Financial Statements                                     Page or
                                                                Method of Filing
                                                                ----------------
   (1)      Report of KPMG Peat Marwick LLP                          Page 49

   (2)      Consolidated Financial Statements and Notes to           Page 28-48
            Consolidated Financial Statements of the Company,
            including Consolidated Balance Sheets as of December
            31, 1997 and 1996 and related Consolidated 
            Statements of Earnings, Stockholders' Equity and
            Cash Flows for each of the years in the three-year
            period ended December 31, 1997

(ii)     Financial Statement Schedules

         Schedules have been omitted because of the absence of conditions  under
         which they are required or because the required material information is
         included  in the  Consolidated  Financial  Statements  or  Notes to the
         Consolidated Financial Statements included herein.

(b)      Reports on Form 8-K

         None

(c)      Exhibits.

<TABLE>
<CAPTION>
    Exhibit                                                                           Page or
    Number                    Description                                         Method of Filing
    ------                    -----------                                         ----------------
<S>             <C>                                                         <C>
      3.1       Articles of Incorporation of the Company                    Incorporated by reference to
                                                                            Exhibit 3.1 of the Company's
                                                                            Form S-3 Registration
                                                                            Statement No. 33-66034 ("S-3
                                                                            #33-66034")

      3.2       Bylaws of the Company                                       Incorporated by reference to
                                                                            Exhibit 3.2 of S-3 #33-66034
</TABLE>
                                       51
<PAGE>
<TABLE>
<CAPTION>
    Exhibit                                                                           Page or
    Number                    Description                                         Method of Filing
    ------                    -----------                                         ----------------
<S>             <C>                                                         <C>
       4        Specimen of Common Stock Certificate                         Incorporated by reference to
                                                                             Exhibit 4 of the Company's
                                                                             Annual Report on Form 10-K
                                                                             for the year ended December
                                                                             31, 1992 (the "1992 Form
                                                                             10-K")

     10.1       Lease Agreement between Jerry and Vickie                     Incorporated by reference to
                Moyes and the Company relating to Stockton,                  Exhibit 10-E(1) of the
                California property, dated April 10, 1990                    Company's Form S-1
                                                                             Registration Statement No.
                                                                             #33-34983 ("S-1 #33-34983")

     10.2       Lease Agreement between Jerry and Vickie                     Incorporated by reference to
                Moyes, the Company and Common Market                         Exhibit 10-E(3) of S-1
                Distributing Corp., relating to Wilmington,                  #33-34983
                California property, dated April 10, 1990

     10.3       Lease Agreement between Mohave Properties                    Incorporated by reference to
                of the Southwest, Inc. and Swift Leasing,                    Exhibit 10-E(5) of S-1 #33-
                Inc., relating to the Phoenix, Arizona Body                  34983
                Repair Shop, dated July 1, 1991

    10.4.1      Asset Purchase Agreement dated June 17,                      Incorporated by reference to
                1994 by and among Swift Transportation Co.,                  Exhibit 1 of the Company's
                Inc., a Nevada corporation; Swift                            Current Report on Form 8-K
                Transportation Co., Inc., an Arizona                         dated October 6, 1994 (the
                corporation; Mark VII, Inc., a Missouri                      "10/6/94 8-K")
                corporation; MNX Carriers, Inc., a Delaware
                corporation; and Missouri-Nebraska Express,
                Inc., an Iowa corporation

    10.4.2      Amendment No. 1, dated September 30,                         Incorporated by reference to
                1994, to the Asset Purchase Agreement                        Exhibit 2 of the 10/6/94 8-K

     10.5       Stock Option Plan, as amended through                        Incorporated by Reference to
                November 18, 1994*                                           Exhibit  10.7 of the Company's
                                                                             Annual Report on Form 10-K
                                                                             for the year ended December
                                                                             31, 1994 (the "1994 Form 10-
                                                                             K")

     10.6       Non-Employee Directors Stock Option Plan,                    Incorporated by reference to
                as amended through November 18, 1994*                        Exhibit 10.8 of the 1994 Form
                                                                             10-K
</TABLE>
                                       52
<PAGE>
<TABLE>
<CAPTION>
    Exhibit                                                                           Page or
    Number                    Description                                         Method of Filing
    ------                    -----------                                         ----------------
<S>             <C>                                                         <C>
     10.7       Employee Stock Purchase Plan, as amended                     Incorporated by reference to
                through November 18, 1994*                                   Exhibit 10.9 of the 1994 Form
                                                                             10-K

     10.8       Swift Transportation Co., Inc. Retirement                    Incorporated by reference to
                (401(k)) Plan dated January 1, 1992*                         Exhibit 10.14 of the
                                                                             Company's Form S-1
                                                                             Registration Statement No.
                                                                             #33-52454

     10.9       Note agreement dated February 26, 1996 by                    Incorporated by reference to
                and between Swift Transportation Co., Inc.                   Exhibit 10.12 of the
                and Great-West Life & Annuity Insurance                      Company's Annual Report on
                Company                                                      Form 10-K for the year ended
                                                                             December 31,1995 (the "1995
                                                                             Form 10-K")

     10.10      Construction Contract dated November 14,                     Incorporated by reference to
                1994 by and between Swift Transportation                     Exhibit 10.13 of the 1995
                Co., Inc. and Opus Southwest Corporation                     Form 10-K

     10.11      Note agreement dated January 16, 1997 by                     Incorporated by reference to
                and between Swift Transportation Co., Inc.                   Exhibit 10.11 of the
                and Wells Fargo Bank, N.A., ABN Amro                         Company's Annual Report on
                Bank N.V., The Chase Manhattan Bank and                      Form 10-K for the year ended
                The First National Bank of Chicago.                          December 31,1996 (the "1996
                                                                             Form 10-K")

     10.12      Asset Purchase Agreement Dated as of                         Incorporated by reference to
                February 20, 1997 Among Swift                                Exhibit 1 of the Company's
                Transportation Co., Inc. And Direct Transit,                 Current Report on Form 8-K
                Inc. And Charles G. Peterson                                 dated April 8, 1997 (the
                                                                             "4/8/97 8-K")

      11        Schedule of computation of net earnings per                  Filed herewith
                share

      22        Subsidiaries of Registrant                                   Incorporated by reference to
                                                                             Exhibit 22 to the 1995 Form
                                                                             10-K

      23        Consent of KPMG Peat Marwick LLP                             Filed herewith
</TABLE>
                                       53
<PAGE>
<TABLE>
<CAPTION>
    Exhibit                                                                           Page or
    Number                    Description                                         Method of Filing
    ------                    -----------                                         ----------------
<S>             <C>                                                         <C>
     27.1       Financial Data Schedule for twelve months                    Filed herewith
                ended December 31, 1997

     27.2       Restated Financial Data Schedule for nine                    Filed herewith
                months ended September 30, 1997

     27.3       Restated Financial Data Schedule for six                     Filed herewith
                months ended June 30, 1997

     27.4       Restated Financial Data Schedule for three                   Filed herewith
                months ended March 31, 1997

     27.5       Restated Financial Data Schedule for twelve                  Filed herewith
                months ended December 31, 1996

     27.6       Restated Financial Data Schedule for nine                    Filed herewith
                months ended September 30, 1996

     27.7       Restated Financial Data Schedule for six                     Filed herewith
                months ended June 30, 1996

     27.8       Restated Financial Data Schedule for three                   Filed herewith
                months ended March 31, 1996

      99        Private Securities Litigation Reform Act of                  Filed herewith
                1995 Safe Harbor Compliance Statement for
                Forward-Looking Statements
</TABLE>
                  * Indicates a compensation plan
                                       54
<PAGE>
                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized, this 23rd
day of March, 1998.

                               SWIFT TRANSPORTATION CO., INC.,
                               a Delaware corporation


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


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Jerry C. Moyes and William F. Riley III,
and each of them, his true and lawful  attorneys-in-fact  and agents,  with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and all amendments to this Form
10-K Annual Report,  and to file the same, with all exhibits thereto,  and other
documents in connection  therewith with the Securities and Exchange  Commission,
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in and about the premises,  as fully and to all intents and
purposes as he might or could do in person hereby  ratifying and  confirming all
that said  attorneys-in-fact  and agents, or his substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report on Form 10-K has been  signed  below by the  following  persons  on
behalf of the registrant and in the capacities and on the dates indicated:

<TABLE>
<CAPTION>

Signature                                           Title                                       Date
---------                                           -----                                       ----
<S>                                         <C>                                             <C> 
/s/ Jerry C. Moyes                          Chairman of the Board,                          March 23, 1998
------------------------                    President and Chief Executive
Jerry C. Moyes                              Officer (Principal Executive
                                            Officer)

/s/ William F. Riley III                    Executive Vice President,                       March 23, 1998
------------------------                    Secretary, Chief Financial
William F. Riley III                        Officer (Principal Accounting
                                            Officer) and Director
</TABLE>
                                       S-1
<PAGE>
<TABLE>
<CAPTION>
Signature                                           Title                                       Date
---------                                           -----                                       ----
<S>                                         <C>                                             <C> 

/s/ Rodney K. Sartor                        Executive Vice President and                    March 23, 1998
------------------------                    Director
Rodney K. Sartor

/s/ Lou A. Edwards                          Director                                        March 17, 1998
------------------------                                                                   
Lou A. Edwards

/s/ Alphonse E. Frei                        Director                                        March 23, 1998
-------------------------                   
Alphonse E. Frei

/s/ Earl H. Scudder, Jr.                    Director                                        March 23, 1998
--------------------------                  
Earl H. Scudder, Jr.
</TABLE>
                                       S-2