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, 1996

                                       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)

                      1455 Hulda Way, Sparks, Nevada 89431
               (Address of principal executive offices) (Zip Code)

                                 (702) 359-9031
              (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 14, 1997,  the aggregate  market value of common stock held by
non-affiliates of the Registrant was $342,070,987.

         The number of shares  outstanding of the  Registrant's  common stock on
March 14, 1997 was 27,973,284.



                       DOCUMENTS INCORPORATED BY REFERENCE

         Materials from the Registrant's  Information  Statement relating to the
1997  Annual  Meeting  of  Stockholders  to be held on May 22,  1997  have  been
incorporated by reference into Part III, Items 10, 11, 12 and 13.


                                                        Exhibit Index at page 53
                                                                 Total pages 149
                                        2
<PAGE>
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                              <C>
PART I   ......................................................................................................... 

         Item 1.           Business............................................................................... 4
         Item 2.           Properties.............................................................................14
         Item 3.           Legal Proceedings......................................................................15
         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................................................................................16
         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............................................28
         Item 9.           Changes in and Disagreements with Accountants on Accounting and
                           Financial Disclosures..................................................................51

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

         Item 10.          Directors and Executive Officers of the Registrant.....................................52
         Item 11.          Executive Compensation.................................................................52
         Item 12.          Security Ownership of Certain Beneficial Owners and Management.........................52
         Item 13.          Certain Relationships and Related Transactions.........................................52

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

         Item 14.          Exhibits, Financial Statement Schedules and Reports on
                           Form 8-K...............................................................................53

SIGNATURES........................................................................................................S-1
</TABLE>
                                        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, paper products,  non-perishable food,
tires, 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  annual growth rate of 24.6% from $233.4 million
in 1992 to $562.3  million in 1996.  During that same period,  net earnings have
grown at a  compound  annual  growth  rate of 29.3%  from $9.8  million to $27.4
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 is 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
similar expressions identify forward-looking statements,  which speak only as of
the date the statement was made. Such forward-looking statements are withing the
meaning of that term in Section 27A of the  Securities  Act of 1993, 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 23 service
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 576
miles in 1996,  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  equipment  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 1996 and 1995,  Swift  maintained an
operating ratio of 90.5% and 89.9%, respectively.

Growth Strategy

         Major shippers  continue to reduce the number of carriers that 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 carriers such as Swift to expand. The Company
intends to take  advantage  of growth  opportunities  through a  combination  of
internal growth and selective acquisitions.
                                        5
<PAGE>
         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  increased by 38% from 1994 to 1996. The largest 25,
                  10 and 5 customers,  respectively,  accounted for 47%, 33% and
                  24% of revenues in 1996, with no customer  accounting for more
                  than 9% of Swift's gross 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  its has not
                  previously provided services.

         o        Pursue Strategic Acquisitions. Swift's revenue growth has been
                  attributable,  in  significant  part,  to  seven  acquisitions
                  completed in the last eight  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
                  September  1996,  Swift  augmented  its western  operations by
                  acquiring  the dry  freight van  division of Navajo  Shippers,
                  Inc., Digby Leasing,  Inc. and Digby- Ringsby Truck Line, Inc.
                  This  acquisition  added 287  tractors  to Swift's  fleet.  In
                  April,  1997 the Company expects to acquire  approximately 600
                  tractors and 2,100 trailers from Direct Transit, Inc. ("DTI"),
                  a Debtor In Possession in United States  Bankruptcy Court. DTI
                  is a dry van carrier  based in North Sioux City,  South Dakota
                  and operates  predominately  in the eastern  two-thirds of the
                  United States.

         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 that have strong,  diverse
economies  and  provide  access  to other key  Western  population  centers.  In
addition to Phoenix, Arizona, Swift's Western terminals
                                        6
<PAGE>
are located in the areas of Los Angeles, San Francisco and Willows,  California;
Portland,  Oregon;  Salt Lake City,  Utah;  Lewiston,  Idaho;  Reno,  Nevada and
Denver, Colorado.

         In the Eastern  United States,  Swift has terminals  located in Auburn,
New York; Carlisle,  Pennsylvania;  Richmond,  Virginia;  Columbus,  Ohio; Eden,
North Carolina;  Greer, South Carolina;  Decatur,  Alabama;  Atlanta and Albany,
Georgia.  The  terminals are located in close  proximity to major  customers who
tender significant traffic volume to Swift.

         Swift's  Midwest  terminals  are located in Gary and  Shoals,  Indiana;
Dallas and Laredo, Texas; Oklahoma City, Oklahoma; Memphis, Tennessee and Kansas
City, Kansas.

          To  minimize   competition  from  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 1996 and 1995, Swift's average length of
haul was 576 and 591 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
minimize driver turnover and 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
                                        7
<PAGE>
fuel consumption and schedule regular equipment  maintenance.  Dispatchers based
in Phoenix,  Arizona and in each  regional  terminal  monitor the  location  and
delivery  schedules of all  shipments  and  equipment to  coordinate  routes and
increase equipment 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  45 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  was the  largest  acquisition  to date and  established  a
significant  regional operation in the Midwest 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"). This acquisition added 287 tractors to the Company's fleet.

         On March 20,  1997 the United  States  Bankruptcy  Court  approved  the
Company's  purchase  agreement with Direct Transit,  Inc.  ("DTI"),  a Debtor In
Possession in United States Bankruptcy Court, to purchase certain assets of DTI.
DTI is a dry van carrier  based in North Sioux City,  South  Dakota and operates
predominately in the eastern two-thirds of the United States. At closing,  which
is expected to occur in April 1997, the Company will acquire  approximately  600
tractors and 2,100 trailers along with the inventory and miscellaneous assets of
DTI.

         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  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.  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
                                        8
<PAGE>
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.

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.

         The following table shows the type and age of Company-owned  and leased
equipment at December 31, 1996.

<TABLE>
<CAPTION>
                                         57', 53' and         Sets of         Flatbed       Specialized
     Model Year         Tractors(1)        48' Vans         Double Vans       Trailers       Trailers
--------------------  ---------------  -----------------  ----------------  ------------  ---------------
<C>                        <C>               <C>              <C>             <C>              <C>
1997                       1,102              1,573                --           150               --
1996                         764              2,085                --           185               --
1995                       1,580                660               170            94               --
1994                         597              1,162                --            40               --
1993                          11              1,107                40           105                1
1992                          70              1,010                69            --               --
1991 and prior                42              2,547               822           128              203
--------------------  ---------------  -----------------  ----------------  ------------  ---------------
Total                      4,166             10,144             1,101           702              204
</TABLE>

----------------------------
(1)      Excludes 665 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
                                        9
<PAGE>
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.

         In 1996,  the Company began  replacing its fleet of double van trailers
with 13 1/2 foot high 53 foot  trailers to be used in the Eastern  United States
and 14 foot  high 53 foot  trailers  to be used in the  Western  United  States.
Management  believes  that this  conversion to a  standardized  fleet of 53 foot
trailers  will provide cost  reductions,  such as  decreasing  licensing  costs,
simplifying driver training and increasing equipment utilization. The conversion
to a  standardized  fleet  of 53  foot  trailers  will  result  in the  sale  of
substantially  all of the  Company's  fleet of double  van  trailers.  While the
Company  believes  that the  market  value of its double  van  trailer  fleet is
currently greater than the book value, there can be no assurance that the market
value of such equipment will not decline or that the sale of such equipment will
result in gains.  The sale of the Company's  double van trailer fleet may result
in  significant  fluctuations  in the amount of gains or losses  recorded in any
given  quarter.  The amount of such  gains or losses  recorded  in a  particular
quarter will be dependent  upon the quantity of trailers sold and the prevailing
market  prices for used  trailer  equipment.  The  Company  intends to retain an
adequate  inventory of specialized  equipment to continue to provide  service to
those existing and prospective  customers that require such equipment.  In 1996,
the  Company  implemented  new  trailer  configurations  designed  for  railroad
intermodal   services  that  has  allowed  it  to  achieve   greater   operating
efficiencies in certain high-density balanced traffic lanes.

         Swift  has  installed  Qualcomm  onboard,   two-way  vehicle  satellite
communication systems in the majority of its tractors. The communications system
links drivers to regional terminals,  allowing Swift to alter rapidly its routes
in response to customer  requirements  and eliminating the need for driver stops
to report problems or delays. The system employs code buttons that allow 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 57 miles  per hour for  Company
tractors and 62 miles per hour for owner-operator  tractors to reduce accidents,
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 to 57 mph.

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
                                       10
<PAGE>
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  ownership  and control of
revenue  equipment rather than  significant  reliance upon  owner-operators.  By
concentrating on expanding its services to its existing customers, the Company's
revenues from its top 25 customers increased 38% from 1994 to 1996.

         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
headquarters  and each of its regional  terminals  through a marketing  staff of
approximately 20 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, 10 and 5 customers accounted for approximately 47%, 33%
and 24%  respectively,  of  Swift's  revenues  during  1996,  51%,  37% and 26%,
respectively,   of  Swift's   revenues   during  1995  and  52%,  35%  and  22%,
respectively,  of Swift's  revenues during 1994. No customer  accounted for more
than 9% 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, tire manufacturers, paper manufacturers,  non-perishable food companies,
beverage and beverage container producers,  manufacturers 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
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 that are managed by outside  organizations as well
as local community colleges  throughout the country.  Candidates for the schools
must be at least
                                       11
<PAGE>
23 years old, possess 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-week,
on-the-road training program.

         To take advantage of the large number of displaced military  personnel,
the  Company  has  established  a military  employment  program to recruit  both
qualified drivers and student trainees being furloughed from the armed forces.

         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 months of service,  safety and driving
performance.  Drivers employed by Swift participate in company-sponsored health,
life and dental  insurance  plans and are  eligible  to  participate  in Swift's
401(k) Profit Sharing Plan and 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, 1996, Swift employed  approximately  6,700 full-time
persons,  of whom approximately  5,360 were drivers (including driver trainees),
450 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 excellent.

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 a maximum  speed  limit of 57 miles per hour for  Company  tractors  and
rewards drivers with bonuses for complying with the Company's  safety  policies.
The Company  believes that its  insurance and claims  expense as a percentage of
operating  revenue is one of the best in the industry,  which is attributable to
its overall strong safety program.
                                       12
<PAGE>
Fuel

         In order to reduce fuel costs, the Company purchases  approximately 73%
of its fuel in bulk at 20 of its 25 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 materially  adverse effect on the operations and  profitability  of
the  Company.  From time to time,  the  Company,  in response  to sudden,  large
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. This fuel surcharge  program  recovered more than half of
the increase in the Company's  fuel prices.  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.

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.  Some of the
trucking  companies  with which the  Company  competes  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.  The  Company  is also
regulated by various state agencies.  These  regulatory  authorities  have 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
and legislative changes which can affect the economics of the industry.
                                       13
<PAGE>
         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 material 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 increased  operating  costs in colder  weather and higher fuel
consumption due to 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
Decatur, Alabama                                         Leased
Denver, Colorado                                         Leased
Eden, North Carolina                                      Owned
Edwardsville, Kansas                                      Owned
Fontana, California                                       Owned
Gary, Indiana                                             Owned
Greer, South Carolina                                     Owned
Hutchins, Texas                                          Leased

                                       14
<PAGE>
Laredo, Texas                                            Leased
Lewiston, Idaho                                       Owned/Leased
Memphis, Tennessee                                       Leased
Oklahoma City, Oklahoma                                   Owned
Phoenix, Arizona                                      Owned/Leased
Richmond, Virginia                                        Owned
Salt Lake City, Utah                                      Owned
Shoals, Indiana                                           Owned
Sparks, Nevada                                            Owned
Stockton, California                                     Leased
Troutdale, Oregon                                         Owned
Willows, California                                       Owned
Wilmington, California                                   Leased


         Swift's new  headquarters,  which the Company  moved into in June 1996,
are 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 are held for sale. As of December 31,
1996,  the  Company's  aggregate  monthly  rent for all  leased  properties  was
$136,000.

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.

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 1996.
                                       15
<PAGE>
                                     PART II

Item 5.           Market  for  the   Registrant's   Common   Stock  and  Related
                  Stockholder Matters

General

         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,  adjusted for stock  splits,  of the common
stock, as reported by Nasdaq, for the periods indicated below.


1996                           High                        Low
                               ----                        ---
First Quarter                  $21.25                      $15.00
Second Quarter                  21.125                      17.25
Third Quarter                   22.5                        18.625
Fourth Quarter                  24.5                        20.25

1995
First Quarter                  $25.75                      $15.25
Second Quarter                  17.75                       13.00
Third Quarter                   20.75                       14.50
Fourth Quarter                  17.75                       14.75

         On March 14,  1997,  the last  reported  sales  price of the  Company's
common  stock was $25.625  per share.  At that date,  the number of  stockholder
accounts of record of the Company's common stock was 946. The Company  estimates
that these are  approximately  4,100 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
financial  condition,  results of operations,  and capital  requirements  of the
Company, as well as other factors deemed relevant by the Board of Directors.

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."
                                       16
<PAGE>
         Influence by Principal Stockholder.  Trusts established for the benefit
of Jerry C.  Moyes and his  family  beneficially  own  approximately  42% 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.

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, 1996
are  derived  from  the  Company's   Consolidated   Financial  Statements.   The
Consolidated Financial Statements as of December 31, 1996 and 1995, and for each
of  the  years  in the  three-year  period  ended  December  31,  1996  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.
                                       17
<PAGE>
<TABLE>
<CAPTION>
                                                                               Years Ended December 31,
                                                      (dollar amounts in thousands, except per share amounts and operating data)
                                                         --------------------------------------------------------------------
                                                          1996(1)         1995         1994(2)        1993(3)          1992
                                                          -------         ----         -------        -------          ----
<S>                                                      <C>            <C>           <C>            <C>             <C>     
Consolidated Statements of Earnings Data:
Operating revenue                                        $562,259       $458,165      $365,889       $276,982        $233,409
Earnings before income taxes                              $47,212        $40,070       $39,309        $21,409         $16,414
Net earnings                                              $27,422        $23,040       $22,629        $12,274          $9,834
Net earnings per common and equivalent share                $1.07           $.91         $0.89           $.48            $.43
Consolidated Balance Sheet Data (at end of year):
Working capital                                           $36,938         $6,735       $14,012        $14,156         $13,862
Total assets                                             $380,605       $311,308      $275,991       $172,220        $119,009
Long-term obligations, less current portion              $ 40,284        $68,954       $77,715        $23,379          $8,997
Stockholders' equity                                     $226,666       $134,835      $111,342        $88,973         $71,842
Operating Statistics (at end of year):
Operating ratio                                             90.5%          89.9%         88.8%          92.1%           92.2%
Pre-tax margin(4)                                            8.4%           8.7%         10.7%           7.7%            7.0%
Average line haul revenue per mile                          $1.11          $1.11         $1.12          $1.10           $1.07
Empty mile percentage                                       14.0%          13.9%         13.2%          13.4%           13.6%
Average length of haul (in miles)                             576            591           590            608             711
Total tractors at end of period:
         Company-operated                                   4,166          3,472         3,286          2,338           1,882
         Owner-operator                                       665            477           188             44              29
Trailers at end of period                                  12,151          8,788         8,957          5,215           4,235
</TABLE>
(1)      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.

(2)      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.

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

(4)      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.
                                       18
<PAGE>
Item 7.           Management's  Discussion  and Analysis of Financial  Condition
                  and Results of Operations

Overview

         During  1996,  1995 and  1994,  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 are 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.

         The trend of shippers  in the  truckload  segment of the motor  carrier
industry over the past several years has been towards use of a relatively  small
number of  financially  stable  "core  carriers."  This  trend has  resulted  in
consolidation of the truckload industry. However, the truckload industry remains
highly  fragmented.  Management  believes  that the industry  trend towards core
carriers will continue and will result in continued industry  consolidation.  In
response to this trend,  the Company has nearly doubled the size of its fleet to
4,166 tractors as of December 31, 1996 from 2,338 as of December 31, 1993.  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 665 as of December
31, 1996 from 44 as of December 31, 1993.

         As discussed in "Business-Acquisitions," the Company expects to acquire
certain assets of Direct Transit,  Inc. The Company will pay  approximately  $54
million,  which  includes  $43  million  in cash  and the  assumption  of  lease
obligations  on  approximately  $11  million  of revenue  equipment,  to acquire
approximately   600  tractors  and  2,100  trailers  along  with  inventory  and
miscellaneous assets.
                                       19
<PAGE>
Results of Operations

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

<TABLE>
<CAPTION>
                                                                           December 31,
                                                          -----------------------------------------------
                                                                1996            1995            1994
                                                                ----            ----            ----
<S>                                                             <C>             <C>             <C>  
Operating revenue.......................................        100.0           100.0           100.0
Operating expenses:
   Salaries, wages and employee benefits................         34.2            37.1            37.4
   Operating supplies and expenses......................          9.3             8.9             8.6
   Fuel.................................................         13.8            13.2            13.8
   Purchased transportation.............................         12.8             9.3             5.4
   Rental expense.......................................          5.8             5.8             6.9
   Insurance and claims.................................          3.6             2.9             4.2
   Depreciation and amortization........................          6.0             6.9             6.7
   Communications and utilities.........................          1.5             1.6             1.1
   Operating taxes and licenses.........................          3.5             4.2             4.7
                                                                -----           -----            ----
   Total operating expenses.............................         90.5            89.9            88.8
Net interest expense....................................          1.2             1.5             0.9
Other (income) expense, net.............................         (0.1)           (0.1)           (0.4)
                                                                -----           -----            ----
Earnings before income taxes............................          8.4             8.7            10.7
Income taxes............................................          3.5             3.7             4.5
                                                                -----           -----            ----
Net earnings............................................          4.9%            5.0%            6.2%
                                                                =====           =====            ====
</TABLE>

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 $1.114
and $1.110 for the years ended December 31, 1996 and 1995, respectively.
                                       20
<PAGE>
         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.  Effective
January 1, 1997,  the Company will pay its Company  drivers a bonus of two cents
per mile, payable quarterly, provided the driver is still employed at the end of
the quarter. The Company anticipates receiving rate increases from its customers
to substantially offset the additional cost associated with the pay increase.

         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.  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 option is necessary
and available.  The Company has not used  derivative-type  hedging products as a
hedge against higher fuel costs.

         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 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 62% 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
depreciation and  amortization  expense,  the  percentage  of  depreciation  and
amortization  to  operating  revenue  in  1996  and  1995  was  6.4%  and  7.7%,
respectively.

         In 1996,  the Company began  replacing its fleet of double van trailers
with 13 1/2 foot high 53 foot  trailers to be used in the Eastern  United States
and 14 foot  high 53 foot  trailers  to be used in the  Western  United  States.
Management  believes  that this  conversion to a  standardized  fleet of 53 foot
trailers  will provide cost  reductions,  such as  decreasing  licensing  costs,
simplifying driver training and increasing equipment utilization.
                                       21
<PAGE>
         The conversion to a standardized  fleet of 53 foot trailers will result
in the sale of substantially  all of the Company's fleet of double van trailers.
While the Company believes that the market value of its double van trailer fleet
is  currently  greater than the book value,  there can be no assurance  that the
market  value  of such  equipment  will  not  decline  or that  the sale of such
equipment  will result in gains.  The sale of the  Company's  double van trailer
fleet may result in  significant  fluctuations  in the amount of gains or losses
recorded in any given quarter.  The amount of such gains or losses recorded in a
particular  quarter will be dependent upon the quantity of trailers sold and the
prevailing market prices for used trailer equipment.

         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").

Year Ended December 31, 1995 Compared to Year Ended December 31, 1994

         Operating revenue increased by $92.3 million or 25.2% to $458.2 million
in 1995 from $365.9 million in 1994. This increase is primarily  attributable to
expansion  of the Company  fleet to 3,949  tractors as of December 31, 1995 from
3,474 as of  December  31,  1994,  a net growth of 475  tractors.  The net fleet
growth  corresponds  with  the  increase  in  transportation  demands  from  the
Company's  major  customers.  On July  1,  1994,  the  Company  completed  asset
acquisitions  of  East-West  Transportation,   Inc.  ("East-West")  which  added
approximately, 190 tractors, and Missouri Nebraska Express ("MNX") on October 2,
1994 which added  approximately  550 tractors.  In 1995, the revenue increase is
also attributable to the availability of this additional revenue equipment for a
full year.  There were no  significant  changes in the  Company's  freight rates
during 1995 and 1994.
                                       22
<PAGE>
         The  Company's  operating  ratio  was 89.9% and 88.8% in 1995 and 1994,
respectively.  The Company's  operating  revenue and operating ratio in 1995 was
impacted by overall soft economic  conditions as compared to 1994. This resulted
in lower  equipment  utilization  and a slightly  lower  revenue  per mile.  The
Company's  empty mile factor was 13.9% and 13.2% and the  average  rate per mile
was  $1.110 and  $1.123 in 1995 and 1994,  respectively.  The impact of the soft
economic conditions in 1995 was partially offset by the fact the Company's fixed
costs have not grown as rapidly as the  tractor  fleet.  Therefore,  fixed costs
were more fully absorbed by operations.

         Salaries,  wages and employee  benefits  represented 37.1% and 37.4% of
operating revenue in 1995 and 1994, respectively.  The improvement in 1995, as a
percentage  of operating  revenue,  is due to an increase in the owner  operator
fleet to 477 as of  December  31,  1995  from 188 as of  December  31,  1994,  a
reduction in driver bonuses and a smaller  contribution to the 401(k) Retirement
Plan.

         Fuel expenses  represented 13.2% and 13.8% of operating revenue in 1995
and 1994,  respectively.  The decrease in fuel as a percentage of revenue is due
primarily to the increase in the owner operator fleet.

         Purchased  transportation as a percentage of operating revenue was 9.3%
in 1995  versus  5.4% in 1994.  The  increase  is due to the  increase  in owner
operators to 477 at December 31, 1995 from 188 at December 31, 1994.

         Rental expense  represented 5.8% and 6.9% of operating  revenue in 1995
and 1994,  respectively.  The  reduction in rental  expense as a  percentage  of
operating  revenue is attributable to the increasing  percentage of owned versus
leased revenue  equipment.  During 1995 and 1994,  leased  tractors  represented
approximately  46% and  49%,  respectively  of the  fleet  (exclusive  of  owner
operators).

         When  it is  economically  advantageous  to do  so,  the  Company  will
purchase then sell tractors that it currently  leases by exercising the purchase
option  contained  in the lease.  Gains in these  activities  are  recorded as a
reduction  of  rent  expense.   During  1995,  the  Company  recorded  gains  of
approximately $2.1 million.

         The increase in the percentage of owned versus leased revenue equipment
has  resulted  in  an  increase  in  depreciation  and   amortization   expense.
Depreciation  and  amortization  expense  increased as a percentage of operating
revenue to 6.9% in 1995 from 6.7% in 1994. Depreciation and amortization expense
in  1995  also  includes  higher  amortization   attributable  to  a  full  year
amortization of goodwill attributable to the MNX acquisition on October 2, 1994.
The increase in depreciation  and  amortization  expense was partially offset by
increased  net gains  from the sale of owned  revenue  equipment  which  totaled
approximately $2.7 million in 1995 compared to $590,000 in 1994.
                                       23
<PAGE>
         Insurance  and claims  expense  represented  2.9% and 4.2% of operating
revenue in 1995 and 1994,  respectively.  The Company accrues the estimated cost
of the uninsured  portion of the 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.

         Interest expense increased to $6.7 million in 1995 from $3.1 million in
1994.  Higher  interest  expense is a result of higher  outstanding  balances of
interest-bearing  debt throughout 1995, together with higher interest rates. The
higher average balances of  interest-bearing  debt in 1995 are due to borrowings
to finance the East-West and MNX  acquisitions  which were completed in 1994 and
affect the full year 1995. In addition,  in 1994 and 1995 the Company  increased
the  percentage of owned  revenue  equipment  versus  financing  such  equipment
through  operating  leases.  The  Company's  weighted  average  interest rate on
borrowings  under  its  revolving  line of credit in 1995 and 1994 was 6.65% and
5.41%, respectively. As of December 31, 1995, approximately $75.6 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 line of credit, the use
of operating  leases to finance the  acquisition  of revenue  equipment and from
public offerings of common stock.

         Net cash provided by operating activities was $58.8 million for each of
the years ended  December 31, 1996 and 1995. An increase in accounts  receivable
was offset  primarily  by an increase  in net  earnings,  increases  in accounts
payable,  accrued  liabilities  and claims  accruals  and a decrease  in prepaid
expenses.

         Net cash used in investing  activities  increased to $80.2  million for
the year ended December 31,1996 from $21.7 million for 1995. The increase is due
primarily to greater  expenditures for revenue  equipment and for facilities and
improvements,  which  were  offset  in part by fewer  proceeds  from the sale of
property and equipment.  Cash expended for investment  activities  also includes
$5.1 million expended for the purchase of Navajo Shippers.

         As of December 31, 1996,  the Company had  commitments  outstanding  to
acquire  replacement and additional  revenue  equipment for  approximately  $132
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.
                                       24
<PAGE>
         During  the  year  ended  December  31,  1996,  the  Company   incurred
approximately $25 million of non-revenue equipment capital  expenditures.  These
expenditures  were  primarily  for the  completion  of the  construction  of the
Company's facility in Edwardsville, Kansas and for construction of the Company's
new corporate  headquarters facility in Phoenix,  Arizona. In the second quarter
of 1996, the Company relocated its corporate  headquarters facility to the newly
constructed  facility.  The former  headquarters  facility is currently held for
sale and the net assets are reflected as such on the  accompanying  consolidated
balance sheet.

         The Company  anticipates that it will expend  approximately $24 million
in 1997 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,  long-term debt including
$15 million borrowed to finance the new Phoenix,  Arizona headquarters facility,
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 $20.0  million in 1996
compared to net cash used in financing  activities of $38.5 million in 1995. The
increase in cash  provided by financing  activities  is due to proceeds from the
sale of common stock primarily  through the public offering in December 1996 and
proceeds  from  issuance  of  long-term  debt  offset in part by  repayments  of
long-term  debt.  The  net  use of  cash in  financing  activities  in 1995  was
primarily  the result of  repayments  of  long-term  debt of $24.1  million  and
reductions in borrowings under the revolving line of credit of $2.4 million.

         On January 17, 1997,  the Company  entered into an agreement for a line
of credit with maximum borrowings of $110 million.  The Company anticipates that
a portion of the line of credit will be used to pay off existing secured revenue
equipment debt with current  interest  rates  exceeding the line of credit rate.
The new line will also be used for  funding  letters 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  additional  revenue equipment  acquisitions and additional
strategic  acquisitions as opportunities  become  available,  through cash flows
from  operations,  borrowings  available  under the line of credit  and  through
long-term debt and operating lease financing believed to be available to finance
revenue equipment acquisitions. 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  conditions 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.
                                       25
<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 continue to successfully provide truckload
carrier services to meet shipper 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  premiums,  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  significant
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 increased  operating costs in colder weather
and higher fuel consumption due to 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  structure.  Some of the trucking
companies with which the Company competes have
                                       26
<PAGE>
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. Robert W. Cunningham,  Executive Vice President,  and Mr.
Rodney K. Sartor, 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.  Cunningham or Mr. Sartor 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, Cunningham or Sartor.

         Regulation. The Company is regulated by the United States Department of
Transportation  and by various  state  agencies.  These  regulatory  authorities
exercise 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
                                       27
<PAGE>
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.

         Claims  Exposure;  Insurance.  The Company  currently  self-insures for
liability resulting from cargo loss, personal injury and property damage and for
worker's compensation, and maintains insurance with licensed insurance companies
above its  limits on such  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 1996, the Company's top 25, 10
and 5 customers  accounted for 47%, 33% and 24% 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,
1996 and for each of the years in the  three-year  period  ending  December  31,
1996,  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.
                                       28
<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, 1996 and 1995, 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, 1996.
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, 1996 and 1995, and the results of
their  operations,  and their cash flows for each of the years in the three-year
period ended December 31, 1996, in conformity with generally accepted accounting
principles.




                                                           KPMG Peat Marwick LLP








Phoenix, Arizona
February 14, 1997
                                       29
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

                           Consolidated Balance Sheets

               (In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
                                                                                        December 31,
                                                                           ---------------------------------------
                                Assets                                           1996                 1995
                                ------                                                                    
                                                                           ------------------   ------------------
<S>                                                                     <C>                  <C>              
Current assets:
    Cash                                                                $           1,210    $           2,627
    Accounts receivable, net                                                       78,280               56,477
    Current portion of contracts receivable                                            --                   16
    Inventories and supplies                                                        3,997                3,223
    Prepaid taxes, licenses and insurance                                           3,274                4,964
    Assets held for sale                                                            5,453                   --
    Deferred income taxes                                                           3,690                1,250
                                                                           ------------------   ------------------
           Total current assets                                                    95,904               68,557
                                                                           ------------------   ------------------

Property and equipment, at cost:
    Revenue and service equipment                                                 297,744              259,362
    Land                                                                            7,351               10,226
    Facilities and improvements                                                    53,109               35,936
    Furniture and office equipment                                                 12,242               10,295
                                                                           ------------------   ------------------
           Total property and equipment                                           370,446              315,819

    Less accumulated depreciation and amortization                                 95,597               82,946
                                                                           ------------------   ------------------

           Net property and equipment                                             274,849              232,873

Contracts receivable, less current portion                                            243                  349

Other assets                                                                          174                  590

Goodwill                                                                            9,435                8,939
                                                                           ------------------   ------------------

                                                                        $         380,605    $         311,308
                                                                           ==================   ==================
</TABLE>
See accompanying notes to consolidated financial statements.
                                       30
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

                     Consolidated Balance Sheets, Continued

               (In thousands, except share and per share amounts)

<TABLE>
<CAPTION>
                                                                                        December 31,
                                                                           ---------------------------------------
                 Liabilities and Stockholders' Equity                            1996                 1995
                 ------------------------------------                                                     
                                                                           ------------------   ------------------
<S>                                                                     <C>                  <C>              
Current liabilities:
    Accounts payable                                                    $          16,779    $          13,089
    Accrued liabilities                                                            17,202               15,508
    Claims accruals                                                                14,668               10,457
    Current portion of long-term debt                                              10,317               22,768
                                                                           ------------------   ------------------
           Total current liabilities                                               58,966               61,822
                                                                           ------------------   ------------------

Borrowings under revolving line of credit                                          16,500               11,750
Long-term debt, less current portion                                               23,784               57,204
Claims accruals                                                                    16,689               13,647
Deferred income taxes                                                              38,000               32,050

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 28,134,684 and 24,877,534  shares in 1996 and
      1995, respectively                                                               28                   25
    Additional paid-in capital                                                    110,291               45,885
    Retained earnings                                                             119,763               92,341
                                                                           ------------------   ------------------
                                                                                  230,082              138,251
    Less treasury stock, at cost (220,700 shares)                                   3,416                3,416
                                                                           ------------------   ------------------
           Net stockholders' equity                                               226,666              134,835

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

                                                                        $         380,605    $         311,308
                                                                           ==================   ==================
</TABLE>
See accompanying notes to consolidated financial statements.
                                       31
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

                       Consolidated Statements of Earnings

                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                          Years ended December 31,
                                                         ------------------------------------------------------------
                                                               1996                 1995                 1994
                                                         -----------------    -----------------    ------------------
<S>                                                   <C>                  <C>                  <C>              
Operating revenue                                     $         562,259    $         458,165    $         365,889
                                                         -----------------    -----------------    ------------------

Operating expenses:
    Salaries, wages and employee benefits                       192,572              169,805              136,997
    Operating supplies and expenses                              52,362               40,582               31,630
    Fuel                                                         77,063               60,697               50,434
    Purchased transportation                                     72,040               42,592               19,809
    Rental expense                                               32,599               26,633               25,166
    Insurance and claims                                         20,358               13,121               15,273
    Depreciation and amortization                                33,883               31,726               24,649
    Communications and utilities                                  8,219                7,547                4,014
    Operating taxes and licenses                                 19,584               19,377               17,069
                                                         -----------------    -----------------    ------------------
           Total operating expenses                             508,680              412,080              325,041
                                                         -----------------    -----------------    ------------------

           Operating income                                      53,579               46,085               40,848
                                                         -----------------    -----------------    ------------------

Other (income) expenses:
    Interest expense                                              7,106                6,728                3,101
    Interest income                                                (107)                 (75)                 (78)
    Other                                                          (632)                (638)              (1,484)
                                                         -----------------    -----------------    ------------------
           Other (income) expenses, net                           6,367                6,015                1,539
                                                         -----------------    -----------------    ------------------

           Earnings before income taxes                          47,212               40,070               39,309

Income taxes                                                     19,790               17,030               16,680
                                                         -----------------    -----------------    ------------------

           Net earnings                               $          27,422    $          23,040    $          22,629
                                                         =================    =================    ==================

Net earnings per common and equivalent share
                                                      $           1.07     $            .91     $             .89
                                                         =================    =================    ==================

Shares used in per share calculations                            25,669               25,348               25,325
                                                         =================    =================    ==================
</TABLE>
See accompanying notes to consolidated financial statements.
                                       32
<PAGE>
                  SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES
                 Consolidated Statements of Stockholders' Equity
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                                                                                
                                             Common stock         Additional                                   Totsl  
                                     -------------------------     paid-in     Retained      Treasury      stockholders'
                                       Shares      Par value       capital     earnings       stock           equity
                                     -----------  ------------  ------------  -----------   -----------    -----------

<S>                                   <C>         <C>           <C>           <C>           <C>            <C>        
Balance, January 1, 1994              24,528,583  $         25  $     42,704  $    46,672   $      (428)   $    88,973

Issuance of common stock under
    employee stock purchase plan          24,073            --           315           --            --            315

Amortization of deferred com-
    pensation                                 --            --            42           --            --             42

Purchase of 33,500 shares of
    treasury stock                            --            --            --           --          (617)          (617)

Net earnings                                  --            --            --       22,629            --         22,629
                                     -----------  ------------  ------------  -----------   -----------    -----------

Balance, December 31, 1994            24,552,656            25        43,061       69,301        (1,045)       111,342

Issuance of common stock under
    stock option and employee
    stock purchase plans                 324,878            --         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 142,300 shares of
    treasury stock                            --            --            --           --        (2,371)        (2,371)

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

Balance, December 31, 1995            24,877,534            25        45,885       92,341        (3,416)       134,835

Issuance of common stock under
    stock option and employee
    stock purchase plans                 292,150            --         1,676           --            --          1,676

Issuance of common stock upon
    public offering, net of
    issuance costs of $300             2,875,000             3        59,411           --            --         59,414

Issuance of common stock for
    Navajo Shippers acquisition           90,000            --         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            28,134,684  $         28  $    110,291  $   119,763   $    (3,416)   $   226,666
                                     ===========  ============  ============  ===========   ===========    ===========
</TABLE>
See accompanying notes to consolidated financial statements.
                                       33
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                                 (in thousands)

<TABLE>
<CAPTION>
                                                                          Years ended December 31,
                                                         ------------------------------------------------------------
                                                               1996                 1995                 1994
                                                         -----------------    -----------------    ------------------
<S>                                                      <C>                  <C>                  <C>           
Cash flows from operating activities:
    Net earnings                                         $       27,422       $       23,040       $       22,629
    Adjustments to reconcile net earnings to net
      cash provided by operating activities:
      Depreciation and amortization                              33,883               31,726               24,649
      Deferred income taxes                                       3,510                5,250                9,265
      Income tax benefit arising from the exercise
        of stock options                                          1,330                1,056                   --
      Provision for losses on accounts receivable                   616                  870                  500
      Amortization of deferred compensation                          71                   48                   42
      Change in assets and  liabilities  (net of 
        effects of acquisitions in 1996
        and 1994):
        Increase in accounts receivable                         (22,637)             (12,519)              (8,935)
        Decrease (increase) in inventories and
          supplies                                                 (774)                 574               (1,268)
        Decrease (increase) in prepaid expenses and
          other current assets                                    1,912                   54                 (908)
        Decrease (increase) in other assets                         416                  (15)                 346
        Increase in accounts payable, accrued
          liabilities and claims accruals                        13,035                8,703               12,562
                                                         -----------------    -----------------    ------------------
           Net cash provided by operating activities
                                                                 58,784               58,787               58,882
                                                         -----------------    -----------------    ------------------

Cash flows from investing activities:
    Proceeds from sale of property and equipment                 36,692               43,944                9,027
    Capital expenditures                                       (111,820)             (65,726)             (65,840)
    Payments received on contracts receivable                       106                  120                  338
    Disbursements for contracts receivable                           --                  (40)                (133)
    Business acquisitions                                        (5,148)                  --              (12,242)
                                                         -----------------    -----------------    ------------------
           Net cash used in investing activities
                                                                (80,170)             (21,702)             (68,850)
                                                         -----------------    -----------------    ------------------
</TABLE>
                                       34
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

                Consolidated Statements of Cash Flows, Continued

                                 (in thousands)

<TABLE>
<CAPTION>
                                                                          Years ended December 31,
                                                         ------------------------------------------------------------
                                                               1996                 1995                 1994
                                                         -----------------    -----------------    ------------------
<S>                                                      <C>                  <C>                  <C>            
Cash flows from financing activities:
    Repayments of long-term debt                         $      (60,897)      $      (24,113)      $      (11,741)
    Proceeds from issuance of long-term debt                     15,026                   --                   --
    Increase (decrease) in borrowings under
      line of credit                                              4,750              (13,727)              20,477
    Proceeds from sale of common stock, net of
      issuance costs                                             61,090                1,720                  315
    Purchase of treasury stock                                       --               (2,371)                (617)
                                                         -----------------    -----------------    ------------------
           Net cash provided by (used in) financing
              activities                                         19,969              (38,491)               8,434
                                                         -----------------    -----------------    ------------------

Net decrease in cash                                             (1,417)              (1,406)              (1,534)

Cash at beginning of year                                         2,627                4,033                5,567
                                                         -----------------    -----------------    ------------------

Cash at end of year                                      $        1,210       $        2,627       $        4,033
                                                         =================    =================    ==================

Supplemental disclosure of cash flow information:

    Cash paid during the year for:
      Interest                                           $        7,112       $        6,919       $        3,009
                                                         =================    =================    ==================
      Income taxes                                       $       14,163       $       12,225       $        6,978
                                                         =================    =================    ==================

Supplemental schedule of noncash investing and
    financing activities:
    Equipment sales contracts receivable                 $          362       $          596       $        5,233
                                                         =================    =================    ==================
    Direct financing for purchase of equipment           $           --       $       35,911       $       14,022
                                                         =================    =================    ==================
    Assumption of loan upon purchase of land             $           --       $           --       $          615
                                                         =================    =================    ==================
</TABLE>
                                       35
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

                Consolidated Statements of Cash Flows, Continued

                                 (in thousands)

<TABLE>
<CAPTION>
                                                                          Years ended December 31,
                                                         ------------------------------------------------------------
                                                               1996                 1995                 1994
                                                         -----------------    -----------------    ------------------
<S>                                                      <C>                                       <C>           
During 1996 and 1994, in  connection  with  
    business  acquisitions,  assets were acquired 
    and liabilities were incurred as follows:

Current assets                                           $          222                            $        1,340
Current liabilities                                                  --                                      (602)
Property and equipment                                            5,644                                    40,379
Goodwill                                                          1,200                                     6,671
Long-term debt                                                       --                                   (35,546)
Issuance of common stock                                         (1,918)                                       --
                                                         -----------------                         ------------------

Cash paid                                                $        5,148                            $       12,242
                                                         =================                         ==================
</TABLE>
See accompanying notes to consolidated financial statements.
                                       36
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 1996, 1995 and 1994





(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  1996,  1995  and 1994  were  $2,185,000,  $2,663,000  and
       $590,000, 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,  1996,  1995 and  1994  the  Company
       capitalized   interest  related  to   self-constructed   assets  totaling
       $428,000, $357,000 and $135,000, 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.
                                       37
<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   $2,144,000   and   $1,440,000   at  December  31,  1996  and  1995,
       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
       measuring 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.

       Net Earnings Per Common  and Equivalent Share

       Net  earnings  per  common and  equivalent  share is  computed  using the
       weighted average number of common and dilutive common  equivalent  shares
       outstanding during each period. Dilutive common equivalent shares consist
       of stock options (using the treasury stock method).

       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.

       Recent Accounting Pronouncements

       In 1996, the Company adopted Statement of Financial  Accounting Standards
       No. 121,  "Accounting  for the  Impairment of  Long-Lived  Assets and for
       Long-Lived  Assets  to be  Disposed  of" (SFAS No.  121).  This  adoption
       resulted in no  adjustments to recorded  amounts of long-lived  assets in
       the accompanying financial statements.
                                       38
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


(2)    Accounts Receivable

       Accounts receivable consists of:

<TABLE>
<CAPTION>
                                                                                        December 31,
                                                                            --------------------------------------
                                                                                  1996                 1995
                                                                            -----------------    -----------------
                                                                                       (in thousands)

<S>                                                                         <C>                  <C>           
           Trade customers                                                  $       76,762       $       54,318
           Equipment manufacturers                                                     362                  596
           Income tax refund receivable                                                 --                1,004
           Other                                                                     1,709                1,486
                                                                            -----------------    -----------------
                                                                                    78,833               57,404
           Less allowance for doubtful accounts                                        553                  927
                                                                            -----------------    -----------------

                                                                            $       78,280       $       56,477
                                                                            =================    =================
</TABLE>


       The schedule of allowance for doubtful accounts is as follows:
<TABLE>
<CAPTION>

                                              Beginning                                                     Ending
                                               balance            Additions            Deductions           balance
                                           ----------------   -------------------   -----------------   ----------------
                                                                           (in thousands)
<S>                                        <C>                <C>                   <C>                 <C>           
        Year ended December 31:
          1996                             $          927     $          616        $         (990)     $          553
                                           ================   ===================   =================   ================

          1995                             $          387     $          870        $         (330)     $          927
                                           ================   ===================   =================   ================

          1994                             $          787     $          500        $         (900)     $          387
                                           ================   ===================   =================   ================
</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
       carrying amount or fair value less costs to sell.
                                       39
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


(4)    Accrued Liabilities

       Accrued liabilities consists of:

                                                   December 31,
                                       --------------------------------------
                                             1996                 1995
                                       -----------------    -----------------
                                                  (in thousands)

           Employee compensation       $       10,741    $           9,684
           Fuel and mileage taxes               2,002                4,128
           Income taxes payable                 1,113                   --
           Other                                3,346                1,696
                                       -----------------    -----------------

                                       $       17,202    $          15,508
                                       =================    =================



(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. This line of credit, signed
       on January 17, 1997,  replaces the  Company's  previous line of credit of
       $36 million.  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  weighted  average
       interest rate on  outstanding  borrowings was 5.89% and 6.65% at December
       31, 1996 and 1995, respectively.

       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 $11.3 million
       at December 31, 1996.
                                       40
<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,
                                                                                ---------------------------------------
                                                                                      1996                 1995
                                                                                ------------------   ------------------
                                                                                            (in thousands)
<S>                                                                             <C>                  <C>           
       Notes payable to commercial  lending  institutions  with varying payments
           through the year 2006,  secured by revenue  equipment with a net book
           value of approximately $26.1 million at December 31, 1996:

             Fixed interest rates ranging from 2.8% to 7.3%                     $        3,986       $       16,123

             Floating interest rate based on LIBOR plus .45% to 1.25% (effective
               rates ranging from 5.95% to 6.52% at December 31, 1996)                  15,115               63,849

       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                    --
                                                                                ------------------   ------------------
                     Total long-term debt                                               34,101               79,972

       Less current portion                                                             10,317               22,768
                                                                                ------------------   ------------------

       Long-term debt, less current portion                                     $       23,784       $       57,204
                                                                                ==================   ==================
</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,
       1996 are as follows:

                  Year ending
                  December 31                             (in thousands)

                      1997                               $     10,317
                      1998                                      6,823
                      1999                                      1,961
                      2000                                         --
                      2001                                         --
                   Thereafter                                  15,000
                                                         -----------------

                                                         $     34,101
                                                         =================
                                       41
<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, 1996, 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>                  <C>           
                          1997                         $       35,888       $          386       $       36,274
                          1998                                 25,831                  184               26,015
                          1999                                 12,542                  133               12,675
                          2000                                  2,013                   96                2,109
                          2001                                  1,889                   19                1,908
                       Thereafter                               1,324                  333                1,657
                                                       -----------------    -----------------    -----------------

              Total minimum lease payments             $       79,487       $        1,151       $       80,638
                                                       =================    =================    =================
</TABLE>

       The  revenue   equipment  leases   generally   include  purchase  options
       exercisable at the completion of the lease.

       Purchase Commitments

       The Company had commitments  outstanding to acquire revenue equipment for
       approximately  $132  million at December 31, 1996.  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,  1996,  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.
                                       42
<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>
                                                                                  1996                 1995
                                                                            -----------------    -----------------
<S>                                                    <C>                  <C>                  <C>    
           Net earnings                                As Reported                 $27,422              $23,040
                                                                            =================    =================

                                                       Pro forma                   $27,154              $22,795
                                                                            =================    =================

           Net earnings per common and equivalent
             share                                     As Reported                  $1.07                 $0.91
                                                                            =================    =================

                                                       Pro forma                    $1.06                 $0.90
                                                                            =================    =================
</TABLE>

       Pro forma net earnings  reflect  only  options  granted in 1996 and 1995.
       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
       2.3 million shares of common stock. Under the 1994 Non-Employee Directors
       Plan, the Company may grant options to  non-employee  directors for up to
       60,000 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 Employees  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 1996 and 1995:



           Dividend yield                                               0%

           Expected volatility                                         46.49%

           Risk free interest rate                                      6.50%

           Expected lives                         42 days after vesting date
                                       43
<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, 1996 and 1995, and changes during the years then ended on
       those dates is presented below:
<TABLE>
<CAPTION>
                                                  1996                                      1995
                                  --------------------------------------    --------------------------------------
                                                          Weighted-                                 Weighted-
                                                           Average                                   Average
                                       Shares              Exercise              Shares              Exercise
                                       (000)                Price                (000)                Price
                                  -----------------    -----------------    -----------------    -----------------
<S>                                    <C>                 <C>                <C>                     <C>  
       Outstanding at
           beginning of year           1,853,050             $6.01              1,901,300               $4.50

       Granted                            50,000            $16.55                270,550              $14.80

       Exercised                        (222,700)            $3.17               (252,500)              $2.91

       Forfeited                         (47,550)           $11.97                (66,300)             $10.52
                                  -----------------                         -----------------

       Outstanding at end of
           year                        1,632,800             $6.54              1,853,050               $6.01
                                  =================                         =================

       Options exercisable
           at year-end                    81,300                                   16,000
                                  =================                         =================

       Weighted-average fair
           value of options
           granted during
           the year                       $18.92                                    $17.41
                                  =================                         =================
</TABLE>

       The  following  table  summarizes  information  about fixed stock options
outstanding at December 31, 1996:

<TABLE>
<CAPTION>
                                   Options Outstanding                                       Options Exercisable
                            -----------------------------------                       -----------------------------------
                                                  Weighted-
                                Number             Average            Weighted-           Number            Weighted-
                              Outstanding         Remaining            Average          Exercisable          Average
                                  at             Contractual          Exercise              at               Exercise
                               12/31/96              Life               Price            12/31/96             Price
                            ----------------    ---------------    ----------------   ----------------    ---------------

<S>                         <C>                    <C>               <C>               <C>                   <C>  
       $2.79 to $3.47          959,300                4.0               $2.91             74,300                $3.05

       $6.85 to $7.08          173,250                6.0               $7.08              3,000                $6.85

       $10.94 to $17.22        222,200                7.2              $11.14              2,000               $12.22

       $12.64 to $19.76        278,050                8.7              $15.07              2,000               $14.93
                            ----------------                                          ----------------

                             1,632,800                5.4               $6.54             81,300                $3.70
                            ================                                          ================
</TABLE>
                                       44
<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 2  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 ($25,000 maximum) 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.  Approximately  two percent
       of eligible  employees have participated in the plan in the last 3 years.
       Under the Plan,  the  Company  sold  68,183  shares and 73,660  shares to
       employees in 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:


           Dividend yield                                            0.00%

           Expected volatility                                      46.49%

           Risk free interest rate                                   5.00%


       The weighted-average  fair value of those purchase rights granted in 1996
       and 1995 was $5.68 and $5.34, respectively.


(9)    Income Taxes

       Income tax expense consists of:
<TABLE>
<CAPTION>
                                                            1996                 1995                 1994
                                                      -----------------    ------------------   ------------------
                                                                            (in thousands)
<S>                                                   <C>                  <C>                  <C>           
           Current expense:
             Federal                                  $       13,610       $        9,800       $        6,335
             State                                             2,670                1,980                1,080
                                                      -----------------    ------------------   ------------------
                                                              16,280               11,780                7,415
                                                      -----------------    ------------------   ------------------

           Deferred expense:
             Federal                                           2,980                4,370                7,545
             State                                               530                  880                1,720
                                                      -----------------    ------------------   ------------------
                                                               3,510                5,250                9,265
                                                      -----------------    ------------------   ------------------

                                                      $       19,790       $       17,030       $       16,680
                                                      =================    ==================   ==================
</TABLE>
                                       45
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


       The Company's effective tax rate was 42.0%, 42.5% and 42.4% in 1996, 1995
       and  1994,  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,
                                                      ------------------------------------------------------------
                                                            1996                 1995                 1994
                                                      -----------------    ------------------   ------------------
                                                                            (in thousands)
<S>                                                   <C>                  <C>                  <C>           
           Computed "expected" tax expense            $       16,524       $       14,025       $       13,758
           Increase in income taxes resulting
             from:
               State income taxes, net of
                 federal income tax benefit                    2,080                1,859                1,820
               Other, net                                      1,186                1,146                1,102
                                                      -----------------    ------------------   ------------------

                                                      $       19,790       $       17,030       $       16,680
                                                      =================    ==================   ==================
</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,
                                                                            --------------------------------------
                                                                                  1996                 1995
                                                                            -----------------    -----------------
                                                                                       (in thousands)
<S>                                                                         <C>                  <C>           
           Deferred tax assets:
             Claims accruals                                                $       12,320       $        9,470
             Accounts receivable due to allowance for doubtful accounts                210                  360
             Alternative minimum tax credits                                            --                1,870
             Other                                                                     170                  130
                                                                            -----------------    -----------------
                     Total deferred tax assets                                      12,700               11,830
                                                                            -----------------    -----------------

           Deferred tax liabilities:
             Property and equipment, principally due to differences
               in depreciation                                                     (45,160)             (39,410)
             Revenues deferred for income tax purposes                                  --               (1,420)
             Prepaid taxes, licenses and permits deducted for tax
               purposes                                                             (1,850)              (1,800)
                                                                            -----------------    -----------------
                     Total deferred tax liabilities                                (47,010)             (42,630)
                                                                            -----------------    -----------------

                     Net deferred tax liabilities                           $       34,310       $       30,800
                                                                            =================    =================
</TABLE>
                                       46
<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,
                                                                            --------------------------------------
                                                                                  1996                 1995
                                                                            -----------------    -----------------
                                                                                       (in thousands)
<S>                                                                         <C>                  <C>           
           Current deferred income taxes                                    $        3,690       $        1,250
           Noncurrent deferred income taxes                                        (38,000)             (32,050)
                                                                            -----------------    -----------------

           Net deferred tax liabilities                                     $      (34,310)      $      (30,800)
                                                                            =================    =================
</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, 1996 and 1995.  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.
                                       47
<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,  1996,  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  $2.9  million,  $2.4 million and $3.3 million for
       1996, 1995 and 1994, respectively.


(13)   Related Party Transactions

       The  Company  leases  various  properties  from  entities  owned  by  the
       principal  stockholder.  Rents  paid  under  these  leases  totaled  $1.0
       million,  $1.1 million and $1.1 million for the years ended  December 31,
       1996, 1995 and 1994, respectively. During 1994, the Company acquired land
       used in its Phoenix  operation  from one of these entities for a purchase
       price of $840,000  including the assumption of the  underlying  land loan
       with a balance of $615,000.

       The Company  provided  transportation  services to entities  owned by its
       principal  stockholder.  For the years ended December 31, 1996,  1995 and
       1994, the Company recognized $213,000, $79,000 and $87,000, respectively,
       in operating revenue from this entity. At December 31, 1996,  $22,000 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
       1996,  1995 and 1994, the Company  acquired new tractors and sold them to
       this  entity  for  $13.2   million,   $7.5  million  and  $4.1   million,
       respectively,  and  recognized  fee  income  of  $855,000,  $495,000  and
       $280,000,  respectively.  During 1996,  1995,  and 1994, the Company also
       sold used  revenue  equipment  to this  entity  totaling  $700,000,  $3.7
       million and $1.9 million, respectively,  and recognized gains of $114,000
       in 1996, $765,000 in 1995 and $260,000 in 1994.

       A Company owned by the principal  stockholder  provides aircraft services
       to the Company. Payments for such services totaled $450,000, $338,000 and
       $175,000  for  the  years  ended  December  31,  1996,   1995  and  1994,
       respectively.  At December 31, 1996,  $40,000 was owed to this entity for
       such services.
                                       48
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


       During 1996,  1995 and 1994, the Company  purchased parts and maintenance
       services from an entity owned by one of the Company's  outside  directors
       totaling $2,379,000, $1,222,000 and $340,000, respectively.

       The  Company  believes  that the  terms of the  foregoing  related  party
       transactions  were as  favorable to the Company as those which would have
       been available from an independent  third party. All of the above related
       party  arrangements  were  approved  by the  independent  members  of the
       Company's Board of Directors.


(14)   Acquisitions

       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  90,000  shares of the  Company's
       common  stock  valued at  $1,918,000.  The  Company  will pay the sellers
       approximately  $1.2 million for  commissions  on revenues  expected to be
       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 will be amortized on a straight-line basis over
       15 years.

       On July 1,  1994,  the  Company  acquired  certain  assets  of  East-West
       Transportation,  Inc. (East-West). The acquisition was accounted for as a
       purchase and the results of operations of East-West have been included in
       the  consolidated  financial  statements  beginning on July 1, 1994.  The
       Company  acquired 150 tractors and 239 van trailers and assumed leases on
       an additional 40 tractors and 55 trailers.  Total  consideration  for the
       assets  was   approximately   $11.2   million   consisting   of  cash  of
       approximately $2.7 million and assumption of debt.

       On October 3, 1994, the Company acquired the tractors, trailers and other
       selected assets of Missouri-Nebraska  Express (MNX), a subsidiary of Mark
       VII, Inc. The purchase price of approximately  $40.7 million was financed
       through  equipment loans of $27.0 million,  conversion of assumed capital
       lease obligations of $4.2 million to operating  leases,  and cash of $9.5
       million.  Additionally,  the Company assumed various operating leases for
       revenue equipment.  The acquired and leased assets include  approximately
       550 tractors and 1,800  trailers.  The acquisition was accounted for as a
       purchase in the fourth  quarter of 1994.  Prior to the  acquisition,  the
       Company  managed the assets and business of MNX from July 3, 1994 through
       October 1, 1994 (the Management Period). Included in other income is $1.0
       million which  represents the management fee earned by the Company during
       the  Management  Period.  The  revenues  and  expenses of the  operations
       acquired  from MNX  have  been  included  in the  Company's  consolidated
       financial statements since October 2, 1994.
                                       49
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

       On  January  10,  1997 the  Company  signed a letter of intent to acquire
       certain assets of Direct Transit, Inc. ("DTI"), a Debtor In Possession in
       United  States  Bankurptcy  Court.  On March 20,  1997 the United  States
       Bankruptcy Court approved the Company's  purchase agreement with DTI. DTI
       is a dry van carrier based in North Sioux City, South Dakota and operates
       predominately in the eastern two-thirds of the United States. At closing,
       the Company will acquire  approximately  600 tractors and 2,100  trailers
       from various lessors along with the inventory and miscellaneous assets of
       DTI. The purchase price of approximately $54 million,  which includes $43
       million in cash and the assumption of lease  obligations on approximately
       $11 million of revenue  equipment,  will be paid to DTI, DTI's  principal
       shareholder and DTI's lessors of revenue equipment. The acquisition which
       is  expected  to close in April 1997 is subject  to the  satisfaction  of
       certain closing conditions.


(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 per share amounts)
<S>                                    <C>                 <C>                <C>                <C>           
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
Net   earnings   per   common   and
equivalent share                       $          .10      $          .27     $          .37     $          .33

Year ended December 31, 1995
Operating revenue                      $      106,715      $      111,940     $      118,463     $      121,047
Operating income                                8,536              15,221             12,133             10,195
Net earnings                                    3,986               7,764              6,014              5,276
Net   earnings   per   common   and
equivalent share                       $          .16      $          .31     $          .24     $          .21
</TABLE>
                                       50
<PAGE>
Item 9.           Changes in and  Disagreements  with  Accountants on Accounting
                  and Financial Disclosures

         The Company  has never  filed a Current  Report on Form 8-K to report a
change in accountants  because of a disagreement  over accounting  principles or
procedures, financial statement disclosure, or otherwise.
                                       51
<PAGE>
                                    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   and   Compensation,"  and  "Section  16(a)
Beneficial Ownership Reporting Compliance," in the Registrant's Notice and Proxy
Statement  relating to its 1997 Annual Meeting of Stockholders  ("the 1997 Proxy
Statement") to be held on May 22, 1997,  which is incorporated by reference into
this Form  10-K.  With the  exception  of the  foregoing  information  and other
information specifically incorporated by reference into this Form 10-K, the 1997
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,""Employment  Agreements" and
"Change of Control Arrangements" in the 1997 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  1997  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 1997  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 1997 Proxy Statement and is incorporated herein by reference.
                                       52
<PAGE>
                                     PART IV

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

(a)      Financial Statements and Schedules.


<TABLE>
<CAPTION>
(i)         Financial Statements                                                                Page or
                                                                                            Method of Filing
                                                                                            ----------------

<S>    <C>                                                                                   <C>        
       (1)  Report of KPMG Peat Marwick LLP                                                    Page 29

       (2)  Consolidated Financial Statements and Notes to                                     Page 30-50
            Consolidated   Financial   Statements  of  the  Company,   including
            Consolidated  Balance  Sheets as of  December  31, 1996 and 1995 and
            related  Consolidated  Statements of Earnings,  Stockholders' Equity
            and Cash Flows for each of the years in the three-year  period ended
            December 31, 1996

(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

         No Current  Reports on Form 8-K were filed during the fourth quarter of
         1996.

(c)      Exhibits.

    Exhibit                                                                            Page or
    Number                              Description                               Method of Filing
    ------                              -----------                               ----------------

      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>
                                       53
<PAGE>
<TABLE>
<CAPTION>
    Exhibit                                                                            Page or
    Number                              Description                               Method of Filing
    ------                              -----------                               ----------------

<S>            <C>                                                           <C>
       4        Specimen of Common Stock Certificate                         Incorporated be reference to
                                                                             Exhibit 4 of the Company's
                                                                             Annual Report on Form 10-K
                                                                             for the fiscal 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>
                                       54
<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                     Filed herewith
                and between Swift Transportation Co., Inc.
                and Wells Fargo Bank, N.A., ABN Amro
                Bank N.V., The Chase Manhattan Bank and
                The First National Bank of Chicago.

      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

     24.1       Power of Attorney of Robert W. Cunningham                    Filed herewith

     24.2       Power of Attorney of Rodney K. Sartor                        Filed herewith

     24.3       Power of Attorney of Alphonse E. Frei                        Filed herewith

     24.4       Power of Attorney of Lou A. Edwards                          Filed herewith

     24.5       Power of Attorney of Earl H. Scudder, Jr.                    Filed herewith

      27        Financial Data Schedule                                      Filed herewith
</TABLE>

------------------------------------
* Indicates a compensation plan.
                                       55
<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
28th day of March, 1997.

                           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:


Signature                             Title                          Date
---------                             -----                          ----

/s/Jerry C. Moyes           Chairman of the Board,               March 28, 1997
------------------------    President and Chief Executive
Jerry C. Moyes              Officer (Principal Executive 
                            Officer)                     
                                       S-1
<PAGE>
Signature                            Title                               Date

*                           Executive Vice President and          March 28, 1997
-----------------------     Director
Robert W. Cunningham        

/s/William F. Riley III     Executive Vice President,             March 28, 1997
-----------------------     Secretary, Chief Financial   
William F. Riley III        Officer (Principal Accounting
                            Officer) and Director        
                            
*                           Director                              March 28, 1997
-----------------------     
Rodney K. Sartor             
                                                                  
*                           Director                              March 28, 1997
-----------------------
Alphonse E. Frei            

*                           Director                              March 28, 1997
-----------------------
Lou A. Edwards

*                           Director                              March 28, 1997
-----------------------
Earl H. Scudder, Jr.


*By: /s/ Jerry C. Moyes
     -----------------------
        Jerry C. Moyes
        Attorney-in-fact
                                       S-2