Exhibit 10.17


                 SECOND AMENDMENT TO RECEIVABLES SALE AGREEMENT

     THIS SECOND AMENDMENT (the "AMENDMENT"),  dated as of December 27, 2001, is
entered  into  among  Swift  Receivables   Corporation  (the  "SELLER"),   Swift
Transportation   Corporation  (the  "COLLECTION   AGENT"),   Amsterdam   Funding
Corporation,  a  Delaware  corporation  ("AMSTERDAM"),  ABN AMRO Bank  N.V.,  as
Amsterdam's  program letter of credit provider (the  "ENHANCER"),  the Liquidity
Provider listed on the signature page hereof (the "LIQUIDITY  PROVIDER") and ABN
AMRO Bank N.V., as agent for Amsterdam,  the Enhancer and the Liquidity Provider
(the "AGENT");

                                   WITNESSETH:

     WHEREAS,  the Seller,  Collection  Agent,  Amsterdam,  Enhancer,  Liquidity
Provider and Agent have  heretofore  executed and delivered a  Receivables  Sale
Agreement  dated as of December 30, 1999 (as amended,  supplemented or otherwise
modified through the date hereof, the "SALE AGREEMENT"); and

     WHEREAS,  the parties hereto desire to amend the Sale Agreement as provided
herein;

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
adequacy of which are hereby acknowledged,  the parties hereto hereby agree that
the Sale Agreement shall be and is hereby amended as follows:

     SECTION 1. The defined term "AGGREGATE  COMMITMENT" appearing in Schedule I
to the Sale  Agreement is hereby amended in its entirety and as so amended shall
read as follows:


          "AGGREGATE  COMMITMENT" means  $178,500,000,  as such amount
     may be reduced pursuant to Section 1.6.

     SECTION 2. The defined  term  "LIQUIDITY  TERMINATION  DATE"  appearing  in
Schedule  I to the  Sale  Agreement  is  hereby  amended  by  deleting  the date
"DECEMBER  27, 2001"  appearing in clause (d) thereof and inserting in its place
the date "DECEMBER 26, 2002".

     SECTION 3. The defined term "PURCHASE LIMIT" appearing in Schedule I to the
Sale Agreement is hereby amended in its entirety and as so amended shall read as
follows:

          "PURCHASE LIMIT" means $175,000,000.

     SECTION 4. The defined term  "TERMINATION  DATE" appearing in Schedule I to
the Sale  Agreement is hereby  amended by deleting the date  "DECEMBER 27, 2001"
appearing  in  clause  (c)(ii)  thereof  and  inserting  in its  place  the date
"DECEMBER 26, 2002".

     SECTION  5.  Schedule  II to the Sale  Agreement  is hereby  amended in its
entirety  and as so  amended  shall  read as set  forth as  Schedule  II to this
Amendment.
<PAGE>
     SECTION 6. This  Amendment  shall become  effective on December 27, 2001 if
the  Agent  has  received  (i)  counterparts  hereof  executed  by  the  Seller,
Collection  Agent,  each Purchaser and the Agent,  (ii) the  acknowledgment  and
consent in the form set forth below duly  executed  and  delivered  by the Swift
Transportation Co., Inc., (iii) counterparts  executed by the Seller, the Agent,
and  Amsterdam to the First  Amendment to Fee Letter of even date  herewith (the
"FEE LETTER  AMENDMENT") and (iv) the Arrangement Fee required to be paid to the
Agent pursuant to the terms of the Fee Letter Amendment.

     SECTION  7.1.  To induce  the Agent and the  Purchasers  to enter into this
Amendment,  the Seller and Collection  Agent  represent and warrant to the Agent
and the Purchasers that: (a) the representations and warranties contained in the
Transaction  Documents,  are true and correct in all material respects as of the
date  hereof  with the same  effect as though  made on the date hereof (it being
understood and agreed that any  representation or warranty which by its terms is
made as of a  specified  date shall be  required  to be true and  correct in all
material respects only as of such specified date); (b) no Potential  Termination
Event  exists;  (c) this  Amendment  has been duly  authorized  by all necessary
corporate  proceedings and duly executed and delivered by each of the Seller and
the Collection Agent, and the Sale Agreement, as amended by this Amendment,  and
each of the  other  Transaction  Documents  are the  legal,  valid  and  binding
obligations  of the Seller and the  Collection  Agent,  enforceable  against the
Seller and the  Collection  Agent in  accordance  with their  respective  terms,
except as  enforceability  may be limited  by  bankruptcy,  insolvency  or other
similar laws of general  application  affecting  the  enforcement  of creditors'
rights  or by  general  principles  of  equity;  and (d) no  consent,  approval,
authorization,  order,  registration  or  qualification  with  any  governmental
authority is required for, and in the absence of which would  adversely  effect,
the legal and valid  execution and delivery or  performance by the Seller or the
Collection  Agent of this  Amendment  or the  performance  by the  Seller or the
Collection  Agent of the Sale Agreement,  as amended by this  Amendment,  or any
other Transaction Document to which they are a party.

     SECTION 7.2. This  Amendment may be executed in any number of  counterparts
and by the different parties on separate  counterparts and each such counterpart
shall be deemed to be an  original,  but all such  counterparts  shall  together
constitute but one and the same Amendment.

     SECTION 7.3. Except as specifically  provided above, the Sale Agreement and
the other  Transaction  Documents  shall remain in full force and effect and are
hereby  ratified and confirmed in all respects.  The  execution,  delivery,  and
effectiveness  of this  Amendment  shall not  operate  as a waiver of any right,
power,  or remedy of any Agent or any Purchaser  under the Sale Agreement or any
of the other Transaction  Documents,  nor constitute a waiver or modification of
any provision of any of the other Transaction Documents.  All defined terms used
herein and not defined  herein shall have the same meaning herein as in the Sale
Agreement.  The Seller agrees to pay on demand all costs and expenses (including
reasonable  fees and  expenses  of counsel) of or incurred by the Agent and each
Purchaser Agent in connection with the negotiation,  preparation,  execution and
delivery of this Amendment.

     SECTION 7.4. This  Amendment and the rights and  obligations of the parties
hereunder  shall be construed in  accordance  with and be governed by the law of
the State of Illinois.
<PAGE>
     IN WITNESS  WHEREOF,  the parties have caused this Amendment to be executed
and  delivered  by their duly  authorized  officers  as of the date first  above
written.


                                        ABN AMRO BANK N.V., as the Agent, as the
                                        Liquidity Provider and as the Enhancer


                                        By: /s/ Kevin G. Pilz
                                            ------------------------------------
                                        Title: Vice President
                                               ---------------------------------


                                        By: /s/ Thomas J. Educate
                                            ------------------------------------
                                        Title: SVP
                                               ---------------------------------

                                        AMSTERDAM FUNDING CORPORATION


                                        By: /s/ Andrew L. Stidd
                                            ------------------------------------
                                        Title: President
                                               ---------------------------------

                                        SWIFT RECEIVABLES CORPORATION


                                        By: /s/ William F. Riley III
                                            ------------------------------------
                                        Title: Vice President
                                               ---------------------------------

                                        SWIFT TRANSPORTATION CORPORATION


                                        By: /s/ William F. Riley III
                                            ------------------------------------
                                        Title: Vice President
                                               ---------------------------------
<PAGE>
                                   SCHEDULE II


           LIQUIDITY PROVIDERS AND COMMITMENTS OF COMMITTED PURCHASERS




NAME OF LIQUIDITY PROVIDER                                    COMMITMENT
--------------------------                                    ----------

    ABN AMRO Bank N.V.                                       $160,650,000


ENHANCER
--------

    ABN AMRO Bank N.V.                                       $ 17,850,000
<PAGE>
                     GUARANTOR'S ACKNOWLEDGMENT AND CONSENT

     The undersigned,  Swift  Transportation  Co., Inc., has heretofore executed
and  delivered  the  Limited  Guaranty  dated  as  of  December  30,  1999  (the
"GUARANTY") and hereby consents to the Second Amendment to the Sale Agreement as
set forth above and  confirms  that the  Guaranty  and all of the  undersigned's
obligations  thereunder remain in full force and effect. The undersigned further
agrees that the consent of the undersigned to any further amendments to the Sale
Agreement  shall  not be  required  as a  result  of this  consent  having  been
obtained,  except to the extent,  if any,  required by the Guaranty  referred to
above.


                                        SWIFT TRANSPORTATION CO., INC.


                                        By: William F. Riley III
                                            ------------------------------------
                                        Title: Senior Exec VP
                                               ---------------------------------