<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

                                       OR

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

                           COMMISSION FILE NO. 0-15057

                      P.A.M. TRANSPORTATION SERVICES, INC.
             (Exact name of registrant as specified in its charter)

                        DELAWARE                    71-0633135
             (State or other jurisdiction of     (I.R.S. Employer
            incorporation or organization)     Identification No.)

            297 WEST HENRI DE TONTI BLVD, TONTITOWN, ARKANSAS 72770
              (Address of principal executive offices) (Zip Code)

                                 (479) 361-9111
               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, $.01 PAR VALUE
                                (Title of class)

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 (Section 229.405 of this chapter) is not contained herein, and
will  not be contained, to the best of the 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. [ ]

Indicate  by  check  mark  whether  the  registrant  is an accelerated filer (as
defined in Rule 12b-2 of the Act).

                           Yes [X]          No [ ]
<PAGE>

The  aggregate  market  value  of  the  common  stock  of the registrant held by
non-affiliates  of  the  registrant  computed by reference to the average of the
closing  bid and asked prices of the common stock as of the last business day of
the  registrant's  most  recently  completed  second  quarter  was $122,863,693.
Solely  for  the  purposes  of  this response, executive officers, directors and
beneficial owners of more than five percent of the registrant's common stock are
considered the affiliates of the registrant at that date.

The  number  of  shares outstanding of the issuer's common stock, as of March 7,
2005:  11,307,207 shares of $.01 par value common stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions  of  the registrant's definitive Proxy Statement for its Annual Meeting
of  Stockholders  to  be held in 2005 are incorporated by reference in answer to
Part  III  of this report, with the exception of information regarding executive
officers  required  under  Item 10 of Part III, which information is included in
Part I, Item 1.

                           FORWARD-LOOKING STATEMENTS

This  Report contains forward-looking statements, including statements about our
operating  and  growth strategies, our expected financial position and operating
results,  industry  trends,  our  capital  expenditure  and  financing plans and
similar  matters.  Such  forward-looking  statements  are  found throughout this
Report,  including  under  Item 1, Business, Item 7, Management's Discussion and
Analysis  of  Financial  Condition  and  Results  of  Operations,  and  Item 7A,
Quantitative  and  Qualitative Disclosures About Market Risk. In those and other
portions  of  this  Report,  the  words  "believe,"  "may,"  "will," "estimate,"
"continue," "anticipate," "intend," "expect," "project" and similar expressions,
as  they relate to us, our management, and our industry are intended to identify
forward-looking  statements.  We  have  based  these  forward-looking statements
largely  on  our  current  expectations  and projections about future events and
financial  trends  affecting our business. Actual results may differ materially.
Some  of  the  risks,  uncertainties and assumptions about P.A.M. that may cause
actual  results  to  differ  from these forward-looking statements are described
under  the headings "Management's Discussion and Analysis of Financial Condition
and  Results  of  Operations," (including under its subheading "-Risk Factors"),
and "Quantitative and Qualitative Disclosures About Market Risk."

All  forward-looking  statements attributable to us, or to persons acting on our
behalf, are expressly qualified in their entirety by this cautionary statement.

We  undertake  no  obligation  to  publicly update or revise any forward-looking
statements,  whether as a result of new information, future events or otherwise.
In  light  of  these  risks  and  uncertainties,  the forward-looking events and
circumstances discussed in this Report might not transpire.
<PAGE>


                       P.A.M. TRANSPORTATION SERVICES, INC.
                                    FORM 10-K
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
                                TABLE OF CONTENTS


                                     PART I
                                     ------
                                                                            Page
                                                                            ----
Item 1     Business.......................................................    1

Item 2     Properties.....................................................    8

Item 3     Legal Proceedings..............................................    9

Item 4     Submission of Matters to a Vote of Security Holders............    9

                                    PART II
                                    -------

Item 5     Market for Registrant's Common Equity, Related Stockholder
           Matters and Issuer Purchases of Equity Securities..............   10

Item 6     Selected Financial Data........................................   11

Item 7     Management's Discussion and Analysis of Financial
           Condition and Results of Operations............................   12

Item 7A    Quantitative and Qualitative Disclosures About Market Risk.....   26

Item 8     Financial Statements and Supplementary Data....................   27

Item 9     Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure............................   53

Item 9A    Controls and Procedures........................................   53

Item 9B    Other Information..............................................   54

                                    PART III
                                    --------

Item 10     Directors and Executive Officers of the Registrant............   55

Item 11     Executive Compensation........................................   55

Item 12     Security Ownership of Certain Beneficial Owners And
            Management and Related Stockholder Matters....................   56

Item 13     Certain Relationships and Related Transactions................   56

Item 14     Principal Accountant Fees and Services........................   56

                                    PART IV
                                    -------

Item  15    Exhibits, Financial Statement Schedules and Reports
            On Form 8-K...................................................   57

            SIGNATURES....................................................   58

            EXHIBIT INDEX.................................................   59
<PAGE>
                                     PART I

ITEM 1.  BUSINESS.

Unless  the  context otherwise requires, all references in this Annual Report on
Form  10-K  to  "P.A.M.,"  the  "Company,"  "we,"  "our,"  or  "us"  mean P.A.M.
Transportation Services, Inc. and its subsidiaries.

We  are  a truckload dry van carrier transporting general commodities throughout
the  continental  United States, as well as in the Canadian provinces of Ontario
and  Quebec.  We also provide transportation services in Mexico under agreements
with  Mexican  carriers.  Our  freight  consists  primarily of automotive parts,
consumer  goods,  such  as  general  retail  store merchandise, and manufactured
goods, such as heating and air conditioning units.

P.A.M.  Transportation  Services,  Inc. is a holding company organized under the
laws of the State of Delaware in June 1986 which conducts operations through the
following  wholly  owned  subsidiaries:  P.A.M.  Transport,  Inc., T.T.X., Inc.,
P.A.M.  Dedicated  Services,  Inc.,  P.A.M.  Logistics  Services,  Inc., Choctaw
Express, Inc., Choctaw Brokerage, Inc., Transcend Logistics, Inc., Allen Freight
Services,  Inc., Decker Transport Co., Inc., East Coast Transport and Logistics,
LLC,  S & L Logistics, Inc., P.A.M. International, Inc., P.A.M. Canada, Inc. and
McNeill  Express,  Inc.  Our operating authorities are held by P.A.M. Transport,
P.A.M. Dedicated Services, Inc., Choctaw Express, Inc., Choctaw Brokerage, Inc.,
Allen  Freight  Services,  Inc.,  T.T.X., Inc., Decker Transport Co., Inc., East
Coast Transport and Logistics, LLC, and McNeill Express, Inc.

We  are  headquartered  and  maintain  our  primary  terminal  and  maintenance
facilities  and our corporate and administrative offices in Tontitown, Arkansas,
which is located in northwest Arkansas, a major center for the trucking industry
and  where  the  support  services (including warranty repair services) for most
major tractor and trailer equipment manufacturers are readily available.

In  order  to  conform  to industry practice, the Company began to classify fuel
surcharges  charged  to  customers  as  revenue  rather  than  as a reduction of
operating  supplies expense as had been presented in reports prior to the period
ended  June  30,  2004.  This  reclassification  has  no effect on net operating
income,  net  income  or earnings per share.  The Company has made corresponding
reclassifications to comparative periods shown.

SEGMENT FINANCIAL INFORMATION

The Company's operations are all in the motor carrier segment and are aggregated
into  a  single  operating  segment  in accordance with the aggregation criteria
presented in SFAS 131.

OPERATIONS

Our  operations can generally be classified into truckload services or brokerage
and  logistics  services.  Truckload  services  include  those  transportation
services  in  which  we  utilize  company owned tractors or owner-operator owned
tractors  for  the  pickup and delivery of freight.  The brokerage and logistics
services  consists  of services such as transportation scheduling, routing, mode
selection,  transloading  and  other  value  added  services  related  to  the
transportation  of  freight  which  may  or may not involve the usage of company
owned  or owner-operator owned equipment.  Both our truckload operations and our
brokerage and logistics operations have similar economic characteristics and are
impacted  by  virtually the same economic factors as discussed elsewhere in this
Report.  Truckload  services  operating  revenues,  before  fuel  surcharges
represented  86.4%,  86.7%,  and 96.0% of total operating revenues for the years
ended  December 31, 2004, 2003, and 2002, respectively.  The remaining operating
revenues, before fuel surcharge for the same periods were generated by brokerage
and  logistics  services,  representing  13.6%,  13.3%,  and 4.0%, respectively.
Approximately  99%  of  the  Company's  revenues  are  generated  by  operations
conducted  in  the  United States and all of the Company's assets are located or
based in the United States.

                                      -1-
<PAGE>

BUSINESS AND GROWTH STRATEGY

Our strategy focuses on the following elements:

Maintaining  Dedicated  Fleets  in  High  Density  Lanes.  We strive to maximize
utilization and increase revenue per tractor while minimizing our time and empty
miles  between loads.  In this regard, we seek to provide dedicated equipment to
our customers where possible and to concentrate our equipment in defined regions
and disciplined traffic lanes.  Dedicated fleets in high density lanes enable us
to:

-     maintain more consistent equipment capacity;

-     provide a high level of service to our customers, including time-sensitive
      delivery schedules;

-     attract and retain drivers; and

-     maintain a sound safety record as drivers travel familiar routes.

Providing  Superior  and  Flexible Customer Service.  Our wide range of services
includes  dedicated  fleet  services, logistics services, just-in-time delivery,
two-man  driving  teams,  cross-docking  and consolidation programs, specialized
trailers,  and  Internet-based  customer  access  to  delivery  status.  These
services, combined with a decentralized regional operating strategy, allow us to
quickly  and reliably respond to the diverse needs of our customers, and provide
an  advantage in securing new business.  We also maintain ISO 9002 certification
to  ensure  that  we  operate  in  accordance  with  approved  quality assurance
standards.

Many  of  our customers depend on us to make delivery on a "just-in-time" basis,
meaning  that  parts  or  raw  materials  are scheduled for delivery as they are
needed  on  the  manufacturer's production line.  The need for this service is a
product  of  modern  manufacturing  and  assembly  methods  that are designed to
drastically  decrease  inventory  levels  and handling costs.  Such requirements
place a premium on the freight carrier's delivery performance and reliability.

Employing  Stringent  Cost Controls.  We focus intently on controlling our costs
while  not  sacrificing  customer  service.  We  maintain  this  balance  by
scrutinizing  all  expenditures,  minimizing  non-driver  personnel, operating a
late-model  fleet  of  tractors  and  trailers to minimize maintenance costs and
enhance  fuel  efficiency, and adopting new technology only when proven and cost
justified.

Making  Strategic  Acquisitions.  We  continually evaluate strategic acquisition
opportunities,  focusing  on those that complement our existing business or that
could  profitably  expand our business or services.  Our operational integration
strategy is to centralize administrative functions of acquired businesses at our
headquarters, while maintaining the localized operations of acquired businesses.
We  believe that allowing acquired businesses to continue to operate under their
pre-acquisition  names  and  in their original regions allows such businesses to
maintain driver loyalty and customer relationships.

INDUSTRY

The  U.S.  market  for  truck-based  transportation  services is estimated to be
approximately  $610  billion  in  annual  revenue.  We  believe  that  truckload
services,  such  as  those  we  provide,  include  approximately  $65 billion of
for-hire  revenues  and  $80  billion  of  private  fleet revenue. The truckload
industry  is  highly fragmented and is impacted by several economic and business
factors, many of which are beyond the control of individual carriers.

                                      -2-
<PAGE>

The  state  of  the  economy, coupled with equipment capacity levels, can impact
freight  rates.  Volatility  of  various  operating  expenses,  such as fuel and
insurance,  make  the  predictability  of  profit levels unclear.  Availability,
attraction,  retention  and  compensation for drivers affect operating costs, as
well  as  equipment  utilization.  In  addition,  the  capital  requirements for
equipment,  coupled  with potential uncertainty of used equipment values, impact
the  ability of many carriers to expand their operations.  The current operating
environment is characterized by the following:

-    Price increases by insurance companies, rising fuel costs, erosion of
     equipment values in the used truck market, and intense competition for
     drivers.

-    In the last few years, many less profitable or undercapitalized carriers
     have been forced to consolidate or to exit the industry.

COMPETITION

The  trucking industry is highly competitive and includes thousands of carriers,
none of which dominates the market in which the Company operates.  The Company's
market share is less than 1% and we compete primarily with other irregular route
medium-  to long-haul truckload carriers, with private carriage conducted by our
existing  and  potential customers, and, to a lesser extent, with the railroads.
Increased  competition  has resulted from deregulation of the trucking industry.
We  compete on the basis of quality of service and delivery performance, as well
as  price.  Many  of the other irregular route long-haul truckload carriers have
substantially  greater financial resources, own more equipment or carry a larger
total volume of freight.

MARKETING AND SIGNIFICANT CUSTOMERS

Our marketing emphasis is directed to that portion of the truckload market which
is  generally  service-sensitive,  as opposed to being solely price competitive.
We  seek  to become a "core carrier" for our customers in order to maintain high
utilization  and  capitalize  on recurring revenue opportunities.  Our marketing
efforts  are diversified and designed to gain access to dedicated fleet services
(including  those  in Mexico and Canada), domestic regional freight traffic, and
cross-docking and consolidation programs.

Our  marketing efforts are conducted by a sales staff of seven employees who are
located  in  our  major  markets  and  supervised  from our headquarters.  These
individuals work to improve profitability by maintaining an even flow of freight
traffic  (taking  into account the balance between originations and destinations
in  a  given geographical area) and high utilization, and minimizing movement of
empty equipment.

Our  five  largest  customers,  for which we provide carrier services covering a
number  of geographic locations, accounted for approximately 62%, 64% and 74% of
our  total  revenues  in  2004,  2003  and  2002,  respectively.  General Motors
Corporation  accounted  for  approximately  44%,  46% and 56% of our revenues in
2004, 2003 and 2002, respectively.

We also provide transportation services to other manufacturers who are suppliers
for  automobile  manufacturers.  Approximately  56%, 58% and 68% of our revenues
were  derived  from  transportation services provided to the automobile industry
during  2004,  2003  and  2002,  respectively.  This  portion  of  our business,
however,  is spread over 25 assembly plants and over 50 supplier/vendors located
throughout  North  America, which we believe reduces the risk of a material loss
of business.

                                      -3-
<PAGE>

REVENUE EQUIPMENT

At  December 31, 2004, we operated a fleet of 1,857 tractors and 4,257 trailers.
We  operate  late-model,  well-maintained  premium  tractors to help attract and
retain  drivers, promote safe operations, minimize maintenance and repair costs,
and  improve  customer  service  by  minimizing  service interruptions caused by
breakdowns.  We  evaluate  our  equipment  decisions  based  on  factors such as
initial  cost,  useful  life,  warranty  terms, expected maintenance costs, fuel
economy, driver comfort, customer needs, manufacturer support, and resale value.
Our  current  policy  is to replace most of our tractors at 500,000 miles, which
normally  occurs  30  to 48 months after purchase.  The following table provides
information  regarding our tractor and trailer turnover and the age of our fleet
over the past three years:

                                            2004     2003     2002
                                            ----     ----     ----
Tractors
--------
 Additions...............................    502      781      430
 Deletions...............................    558      649      309
 End of year total.......................  1,857    1,913    1,781
 Average age at end of year (in years)...    1.7      1.9      2.1

Trailers
--------
 Additions...............................    803      991      127
 Deletions...............................    721      789       86
 End of year total.......................  4,257    4,175    3,973
 Average age at end of year (in years)...    4.7      5.2      5.7

We  historically  have  contracted with owner-operators to provide and operate a
small  portion of our tractor fleet.  Owner-operators provide their own tractors
and  are  responsible  for  all  associated expenses, including financing costs,
fuel,  maintenance,  insurance,  and  taxes.  We  believe  that a combined fleet
complements  our recruiting efforts and offers greater flexibility in responding
to  fluctuations  in shipper demand.  At December 31, 2004 the Company's tractor
fleet included 85 owner-operator tractors.

Effective October 1, 2002, all newly manufactured truck engines must comply with
new  engine  emission standards mandated by the  Environmental Protection Agency
("EPA").  All  truck  engines  manufactured  prior  to  October  1, 2002 are not
subject  to  these new standards.  As of December 31, 2004, approximately 60% of
the  Company-owned  truck  fleet  consisted of trucks with the post-October 2002
engines.  The  Company  has  experienced a reduction in fuel efficiency to date,
and increased depreciation expense due to the higher cost of the new engines.  A
new  set  of  more stringent emissions standards mandated by the EPA will become
effective  for newly manufactured trucks beginning in January 2007.  The Company
expects  that  the  engines  produced  under  the  2007  standards  will be less
fuel-efficient and have a higher cost than the current engines.

TECHNOLOGY

We have installed Qualcomm Omnitracs  display units in all of our tractors.  The
Omnitracs  system  is  a  satellite-based  global positioning and communications
system that allows fleet managers to communicate directly with drivers.  Drivers
can  provide  location  status  and  updates  directly  to  our  computer  which
increases  productivity  and convenience.  The Omnitracs system provides us with
accurate  estimated  time of arrival information, which optimizes load selection
and  service  levels  to  our  customers.  In  order  to  optimize  our
tractor-to-trailer ratio, we have also installed Qualcomm TrailerTracs  tracking
units  in  all  of  our trailers.  The TrailerTracs system is a tethered trailer
tracking  product  that enables us to more efficiently track the location of all
trailers  in  our  inventory  as  they  connect  to  and  disconnect  from
Qualcomm-equipped tractors.

                                      -4-
<PAGE>

Our  computer system manages the information provided by the Qualcomm devices to
provide  us  real-time  information  regarding  the  location,  status  and load
assignment  of  all  of  our equipment, which permits us to better meet delivery
schedules,  respond  to  customer  inquiries  and  match equipment with the next
available  load.  Our  system  also  provides  electronically  to  our customers
real-time  information regarding the status of freight shipments and anticipated
arrival  times.  This  system provides our customers flexibility and convenience
by  extending  supply  chain visibility through electronic data interchange, the
Internet and e-mail.

MAINTENANCE

We have a strictly enforced comprehensive preventive maintenance program for our
tractors and trailers.  Inspections and various levels of preventive maintenance
are  performed  at  set  mileage  intervals  on  both  tractors and trailers.  A
maintenance  and  safety  inspection is performed on all vehicles each time they
return to a terminal.

Our  tractors  carry  full warranty coverage for at least three years or 350,000
miles.  Extended  warranties  are  negotiated  with the tractor manufacturer and
manufacturers of major components, such as engine, transmission and differential
manufacturers,  for  up  to  four  years  or 500,000 miles.  Trailers carry full
warranties  by the manufacturer and major component manufacturers for up to five
years.

EMPLOYEES

At December 31, 2004, we employed 2,736 persons, of whom 2,237 were drivers, 143
were maintenance personnel, 203 were employed in operations, 20 were employed in
marketing,  60  were  employed  in safety and personnel, and 73 were employed in
general administration and accounting.  None of our employees are represented by
a  collective  bargaining  unit  and  we believe that our employee relations are
good.

DRIVERS

At  December  31, 2004, we utilized 2,237 company drivers in our operations.  We
also had 85 owner-operators under contract compensated on a per mile basis.  Our
drivers  are  compensated  on  the basis of miles driven, loading and unloading,
extra  stops  and  layovers  in transit.  Drivers can earn bonuses by recruiting
other  qualified  drivers  who  become employed by us and both cash and non-cash
prizes  are awarded for consecutive periods of safe, accident-free driving.  All
of  our drivers are recruited, screened, drug tested and trained and are subject
to  the  control  and  supervision of our operations and safety departments. Our
driver  training program stresses the importance of safety and reliable, on-time
delivery.  Drivers  are required to report to their driver managers daily and at
the earliest possible moment when any condition en route occurs that might delay
their scheduled delivery time.

In  addition  to  strict  application  screening  and drug testing, before being
permitted to operate a vehicle our drivers must undergo classroom instruction on
our  policies and procedures, safety techniques as taught by the Smith System of
Defensive Driving, the proper operation of equipment, and must pass both written
and  road  tests.  Instruction  in  defensive  driving  and  safety  techniques
continues  after hiring, with seminars at several of our terminals.  At December
31,  2004, we employed 60 persons on a full-time basis in our driver recruiting,
training and safety instruction programs.

Intense competition in the trucking industry for qualified drivers over the last
several  years,  along  with  difficulties  and  added expense in recruiting and
retaining  qualified  drivers,  has  had a negative impact on the industry.  Our
operations  have  also  been  impacted and from time to time we have experienced
under-utilization and increased expenses due to a shortage of qualified drivers.
We  place a high priority on the recruitment and retention of an adequate supply
of qualified drivers.

                                      -5-
<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT

     Our executive officers are as follows:

                                                         YEARS OF SERVICE
      NAME          AGE       POSITION WITH COMPANY         WITH P.A.M.
----------------    ---     ------------------------       -------------
Robert W. Weaver     55     President and Chief                 22
                            Executive Officer

W. Clif Lawson       51     Executive Vice President
                            and Chief Operating Officer         20

Larry J. Goddard     46     Vice President - Finance,
                            Chief Financial Officer,
                            Secretary and Treasurer             17

Each  of  our  executive officers has held his present position with the Company
for  at  least  the last five years.  We have entered into employment agreements
with our executive officers with terms remaining from three to fifteen months.

INTERNET WEB SITE

The  Company  maintains  a  web site where additional information concerning its
business  can  be  found.  The  address  of  that web site is www.pamt.com.  The
Company  makes  available  free  of  charge  on its Internet web site its Annual
Report  on  Form  10-K,  quarterly reports on Form 10-Q, current reports on Form
8-K,  and  amendments  to  those  reports filed or furnished pursuant to Section
13(a)  or  15(d)  of the Securities Exchange Act of 1934 (the "Exchange Act") as
soon  as  reasonably practicable after it electronically files or furnishes such
materials to the Securities and Exchange Commission.

SEASONALITY

Our  revenues do not exhibit a significant seasonal pattern due primarily to our
varied  customer  mix.  Operating  expenses can be somewhat higher in the winter
months  primarily  due  to  decreased  fuel efficiency and increased maintenance
costs  associated with inclement weather. In addition, the automobile plants for
which  we  transport  a  large  amount  of  freight  typically utilize scheduled
shutdowns  of  two  weeks  in  July  and  one week in December and the volume of
freight we ship is reduced during such scheduled plant shutdowns.

REGULATION

We  are  a  common  and  contract motor carrier regulated by various federal and
state  agencies.  We  are  subject to safety requirements prescribed by the U.S.
Department  of  Transportation ("DOT").  Such matters as weight and dimension of
equipment are also subject to federal and state regulations.  All of our drivers
are  required  to  obtain national driver's licenses pursuant to the regulations
promulgated by the DOT.  Also, DOT regulations impose mandatory drug and alcohol
testing  of  drivers.  We  believe  that  we  are  in compliance in all material
respects  with  applicable  regulatory  requirements  relating  to  our trucking
business  and operate with a "satisfactory" rating (the highest of three grading
categories) from the DOT.

Our  motor  carrier  operations  are  also  subject  to  environmental  laws and
regulations,  including  laws  and  regulations  dealing  with  underground fuel
storage tanks, the transportation of hazardous materials and other environmental
matters,  and  our operations involve certain inherent environmental  risks.  We
maintain  five  bulk  fuel storage and fuel islands.  Our operations involve the
risks  of  fuel  spillage or seepage,  environmental damage, and hazardous waste
disposal,  among  others.  We  have  instituted  programs to monitor and control
environmental  risks  and  assure compliance with applicable environmental laws.

                                      -6-
<PAGE>

As  part  of  our  safety  and  risk management program, we periodically perform
internal  environmental  reviews so that we can achieve environmental compliance
and  avoid environmental risk.  We transport a minimum amount of environmentally
hazardous  substances  and,  to date, have experienced no significant claims for
hazardous  materials  shipments.  If  we  should  fail to comply with applicable
regulations,  we could be subject to substantial fines or penalties and to civil
and criminal liability.

Company  operations  conducted  in  industrial  areas, where truck terminals and
other  industrial activities are conducted, and where groundwater or other forms
of  environmental  contamination  have occurred, potentially expose us to claims
that we contributed to the environmental contamination.

We  believe  we  are  currently  in material compliance with applicable laws and
regulations  and that the cost of compliance has not materially affected results
of operations.

In addition to environmental regulations directly affecting our business, we are
also  subject  to  the  effects  of  new  tractor  engine  design  requirements
implemented by the EPA effective October 1, 2002. See "Revenue Equipment" above.

The Federal Motor Carrier Safety Administration ("FMCSA") issued a final rule on
April  24,  2003  that made several changes to the regulations that govern truck
drivers'  hours  of  service  ("HOS").  These  new  federal  regulations  became
effective  on  January  4,  2004.  On  July  16, 2004, the U.S. Circuit Court of
Appeals  for  the District of Columbia rejected these new hours of service rules
for  truck drivers that had been in place since January 2004 because it said the
FMCSA had failed to address the impact of the rules on the health of  drivers as
required  by  Congress.  In  addition,  the  judge's ruling noted other areas of
concern  including  the increase in driving hours from 10 hours to 11 hours, the
exception  that  allows  drivers  in  trucks  with sleeper berths to split their
required  rest  periods,  the  new  rule allowing drivers to reset their 70-hour
clock  to  0  hours after 34 consecutive hours off duty, and the decision by the
FMCSA  not  to require the use of electronic onboard recorders to monitor driver
compliance.  On  September  30,  2004, the extension of the Federal highway bill
signed into law by the President of the United States extended the current hours
of  service  rules  for  one  year  or  until  the  FMCSA  develops a new set of
regulations,  whichever comes first.  On January 24, 2005, the FMCSA re-proposed
its April 2003 HOS rules, adding references to how the rules would affect driver
health,  but  making  no  changes  to  the regulations.  The FMCSA sought public
comments  by  March 10, 2005 on what  changes to the rule, if any, are necessary
to  respond  to the concerns raised by the court, and to provide data or studies
that  would  support  changes  to,  or  continued  use  of,  the 2003 rule.  The
Company  cannot  predict what rule changes, if any, will result from the court's
ruling,  nor the ultimate impact of any upcoming changes to the hours of service
rules.  Any  changes  could  have  an  adverse  effect  on  the  operations  and
profitability of the Company.

                                      -7-
<PAGE>

ITEM 2.  PROPERTIES.

Our executive offices and primary terminal facilities, which we own, are located
in Tontitown, Arkansas. These facilities are located on approximately 49.3 acres
and  consist  of 114,403 square feet of office space and maintenance and storage
facilities.

Our  subsidiaries  lease  facilities  in  West  Memphis, Arkansas; Jacksonville,
Florida;  Breese  and  Effingham, Illinois; Riverdale and Paulsboro, New Jersey;
North  Jackson,  Ohio;  Oklahoma City, Oklahoma; and Laredo, and El Paso, Texas.
Our  terminal  facilities  in Columbia, Mississippi; Irving, Texas; North Little
Rock,  Arkansas;  and Willard, Ohio are owned.  The leased facilities are leased
primarily  on  a  month-to-month basis.  The following provides a summary of the
ownership and types of activities conducted at each location:

                                    Own/    Dispatch   Maintenance    Safety
            Location               Lease     Office     Facility     Training
            --------               -----     ------     --------     --------
   Tontitown, Arkansas             Own        Yes         Yes          Yes
   North Little Rock, Arkansas     Own        Yes         Yes          Yes
   West Memphis, Arkansas          Lease      No          Yes          No
   Jacksonville, Florida           Lease      Yes         Yes          Yes
   Breese, Illinois                Lease      Yes         No           No
   Effingham, Illinois             Lease      No          Yes          No
   Columbia, Mississippi           Own        Yes         Yes          No
   Riverdale, New Jersey           Lease      Yes         Yes          Yes
   Paulsboro, New Jersey           Lease      Yes         No           No
   North Jackson, Ohio             Lease      Yes         Yes          Yes
   Willard, Ohio                   Own        Yes         Yes          No
   Oklahoma City, Oklahoma         Lease      Yes         Yes          Yes
   El Paso, Texas                  Lease      Yes         Yes          No
   Irving, Texas                   Own        Yes         Yes          Yes
   Laredo, Texas                   Lease      Yes         Yes          No


We  also  have  access  to  trailer  drop  and  relay  stations in various other
locations  across  the  country.  We  lease  certain  of  these  facilities on a
month-to-month basis from an affiliate of our largest shareholder.

We  believe  that  all  of  the properties that we own or lease are suitable for
their purposes and adequate to meet our needs.

                                      -8-
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS.

During  the fourth quarter of 2004, a suit which was originally filed on October
10,  2002  and entitled "The Official Committee of Unsecured Creditors of Bill's
Dollar Stores, Inc. v. Allen Freight Services Co.", was settled in the amount of
$25,000.  The  suit,  which  was filed in the United States Bankruptcy Court for
the  District  of Delaware, alleged preferential transfers of $660,055 were made
to the defendant, Allen Freight Services Co., within the 90 day period preceding
the  bankruptcy  petition  date  of  Bill's Dollar Stores, Inc.  The Company had
originally  reserved  the entire potential loss of $660,055, however as a result
of a settlement in the amount of $25,000 approximately $635,000 has been removed
as  a  liability  on  the Company's financial statements and the related expense
originally recorded as a bad debt expense has been reduced.

In  addition to the specific legal action mentioned above, the nature of the our
business  routinely  results  in  litigation,  primarily  involving  claims  for
personal injuries and property damage incurred in the transportation of freight.
We  believe  that all such routine litigation is adequately covered by insurance
and that adverse results in one or more of those cases would not have a material
adverse effect on our financial condition.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No  matters  were  submitted to a vote of our security holders during the fourth
quarter ended December 31, 2004.

                                      -9-
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
         ISSUER PURCHASES OF EQUITY SECURITIES.

Our  common stock is traded on the NASDAQ National Market under the symbol PTSI.
The  following  table  sets  forth, for the quarters indicated, the range of the
high and low bid prices per share for our common stock as reported on the NASDAQ
National  Market.  Such  quotations  reflect inter-dealer prices, without retail
markups,  markdowns or commissions and, therefore, may not necessarily represent
actual transactions.

Calendar Year Ended December 31, 2004
                                          HIGH        LOW
                                          ----        ---
                     First Quarter       $22.31     $15.97
                     Second Quarter       19.30      16.43
                     Third Quarter        19.42      16.72
                     Fourth Quarter       21.01      17.51


Calendar Year Ended December 31, 2003
                                          HIGH        LOW
                                          ----        ---
                     First Quarter       $28.17     $20.25
                     Second Quarter       26.55      21.00
                     Third Quarter        22.99      19.80
                     Fourth Quarter       22.31      18.10



As  of  March  8,  2005,  there  were approximately 202 holders of record of our
common  stock.  We  have  not  declared or paid any cash dividends on our common
stock  for  the  two  most  recent  fiscal  years.  The  policy  of our board of
directors  is  to  retain  earnings  for  the  expansion  and development of our
business  and  the  repayment  of our debt service obligations.  Future dividend
policy  and the payment of dividends, if any, will be determined by the board of
directors  in  light  of  circumstances  then  existing, including our earnings,
financial condition and other factors deemed relevant by the board.

On  October  24,  2003,  the  Company  announced  the  approval  by the Board of
Directors  of  a stock repurchase program in which the Company was authorized to
purchase  300,000  shares of its common stock at prevailing market prices over a
twelve  month  period.  The  stock  repurchase program expired during the fourth
quarter  of  2004  with no purchases by the Company during the authorized twelve
month period.

See  Part  III,  Item  12,  "Security Ownership of Certain Beneficial Owners and
Management  and  Related  Stockholder  Matters"  of  this  Annual  Report  for a
presentation  of compensation plans under which equity securities of the Company
are authorized for issuance.

                                      -10-
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA.

The  following  selected  financial  and  operating  data  should  be  read  in
conjunction  with  the  Consolidated  Financial  Statements  and  notes  thereto
included elsewhere in this Report.
<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31,
                                                    2004       2003      2002       2001       2000
                                                    ----       ----      ----       ----       ----
                                                   (in thousands, except earnings per share amounts)
<S>                                             <C>        <C>        <C>        <C>        <C>
Statement of operations data:
Operating revenues:
   Operating revenues, before fuel surcharge     $309,475   $293,547   $264,012   $225,794   $205,245
   Fuel surcharge                                  15,591      7,491      2,042      5,608      6,362
                                                 --------   --------   --------   --------   --------
Total operating revenues                          325,066    301,038    266,054    231,402    211,607
                                                 --------   --------   --------   --------   --------

Operating expenses:
   Salaries, wages and benefits                   119,519    119,350    115,432    100,359     90,680
   Operating supplies (1)                          77,363     63,241     53,203     48,897     44,090
   Rent and purchased transportation               38,938     35,287      9,780     10,526     12,542
   Depreciation and amortization                   30,016     26,601     24,715     20,300     18,806
   Operating taxes and licenses                    15,488     14,710     13,467     11,936     11,140
   Insurance and claims                            15,820     13,500     12,786     10,202      8,674
   Communications and utilities                     2,690      2,540      2,284      2,320      2,234
   Other                                            5,131      4,755      4,620      4,707      3,756
   (Gain) loss on sale or disposal of property        915        368        127        886        285
                                                 --------   --------   --------   --------   --------
Total operating expenses                          305,880    280,352    236,414    210,133    192,207
                                                 --------   --------   --------   --------   --------
Operating income                                   19,186     20,686     29,640     21,269     19,400
Non-operating income                                  464        276          -          -          -
Interest expense                                   (1,758)    (1,667)    (1,985)    (4,477)    (5,048)
                                                 --------   --------   --------   --------    -------
Income before income taxes                         17,892     19,295     27,655     16,792     14,352

Income taxes                                        7,304      7,805     11,062      6,721      5,694
                                                 --------   --------   --------   --------   --------
Net income                                       $ 10,588   $ 11,490   $ 16,593   $ 10,071   $  8,658
                                                 ========   ========   ========   ========   ========
Earnings per common share:
Basic                                               $ .94     $ 1.02     $ 1.56     $ 1.18     $ 1.02
                                                 ========   ========   ========   ========   ========
Diluted                                             $ .94     $ 1.01     $ 1.55     $ 1.18     $ 1.02
                                                 ========   ========   ========   ========   ========
Average common shares outstanding- Basic           11,298     11,291     10,669      8,522      8,455
                                                 ========   ========   ========   ========   ========
Average common shares outstanding- Diluted (2)     11,324     11,326     10,715      8,550      8,518
                                                 ========   ========   ========   ========   ========

</TABLE>
--------------------------------------------------------------------------------
(1)  In  order to conform to industry practice, during 2004 the Company began to
classify  fuel  surcharges  charged  to  customers  as  revenue rather than as a
reduction of operating supplies expense.  This reclassification has no effect on
net  operating  income,  net income or earnings per share.  The Company has made
corresponding reclassifications to comparative periods shown.

(2)  Diluted  income  per  share for 2004, 2003, 2002, 2001 and 2000 assumes the
exercise  of  stock  options to purchase an aggregate of 62,224, 77,758, 87,984,
107,369 and 208,602 shares of common stock, respectively.

<TABLE>
<CAPTION>
                                                               AT DECEMBER 31,
                                              2004       2003       2002       2001       2000
                                              ----       ----       ----       ----       ----
<S>                                        <C>        <C>        <C>        <C>        <C>
Balance Sheet Data:                                            (in thousands)
Total Assets                                $285,349   $264,849   $228,320   $182,516   $164,518
Long-term debt, excluding current portion     23,225     26,740     20,175     47,023     42,073
Stockholders' equity                         168,543    156,875    144,452     72,597     62,210
</TABLE>


                                      -11-
<PAGE>

<TABLE>
<CAPTION>

                                                          YEAR ENDED DECEMBER 31,
                                             2004       2003       2002       2001       2000
                                             ----       ----       ----       ----       ----
<S>                                       <C>        <C>        <C>        <C>        <C>
Operating  Data:
Operating ratio (1)                           93.8%      92.9%      88.7%      90.6%      90.5%
Average number of truckloads per week        7,278      7,105      6,463      5,399      5,169
Average miles per trip                         664        701        755        769        713
Total miles traveled (in thousands)        235,894    242,890    238,256    204,303    183,476
Average miles per tractor                  127,124    131,934    136,772    131,554    128,936
Average revenue, before fuel surcharge
  per tractor per day                         $684       $653       $621       $591       $579
Average revenue, before fuel surcharge
  per loaded mile                            $1.19      $1.13      $1.15      $1.17      $1.18
Empty mile factor                              4.7%       4.5%       4.0%       5.5%       5.6%

At end of period:
Total company-owned/leased tractors          1,857(2)   1,913(3)   1,781(4)   1,660(5)   1,413(6)
Average age of all tractors (in years)        1.70       1.94       2.12       1.81       1.72
Total trailers                               4,257      4,175      3,973      3,932      3,759
Average age of trailers (in years)            4.69       5.15       5.74       5.31       4.66
Number of employees                          2,736      2,765      2,538      2,424      2,154

</TABLE>
-------------------------------------------------------------------------------
(1) Total operating expenses, net of fuel surcharge as a percentage of operating
      revenues, before fuel surcharge.
(2) Includes 85 owner operator tractors.
(3) Includes 103 owner operator tractors.
(4) Includes 130 owner operator tractors.
(5) Includes 135 owner operator tractors.
(6) Includes 117 owner operator tractors.

The  Company  has  not  declared  or  paid  any cash dividends during any of the
periods presented above.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

BUSINESS OVERVIEW

The Company's administrative headquarters are in Tontitown, Arkansas.  From this
location  we manage operations conducted through wholly owned subsidiaries based
in  various  locations  around  the United States and Canada.  The operations of
these subsidiaries can generally be classified into either truckload services or
brokerage  and  logistics  services.  Truckload  services  include  those
transportation  services  in  which  we  utilize  company  owned  tractors  or
owner-operator  owned  tractors.  Brokerage  and  logistics  services consist of
services  such  as  transportation  scheduling,  routing,  mode  selection,
transloading  and  other  value  added services related to the transportation of
freight  which  may  or  may  not  involve  the  usage  of  company  owned  or
owner-operator  owned  equipment.  Both  our  truckload  operations  and  our
brokerage/logistics  operations  have  similar  economic characteristics and are
impacted  by  virtually the same economic factors as discussed elsewhere in this
Report.  All  of  the  Company's  operations  are  in the motor carrier segment.

For  both  operations,  substantially  all  of  our  revenue  is  generated  by
transporting  freight  for  customers and is predominantly affected by the rates
per  mile received from our customers, equipment utilization, and our percentage
of  non-compensated  miles.  These aspects of our business are carefully managed
and  efforts  are continuously underway to achieve favorable results.  Truckload
services  revenues,  excluding  fuel  surcharges,  represented 86.4%, 86.7%, and
96.0%  of  total revenues, excluding fuel surcharges for the twelve months ended
December 31, 2004, 2003, and 2002, respectively.

The  main  factors  that  impact our profitability on the expense side are costs
incurred  in  transporting  freight  for  our  customers.  Currently  our  most
challenging  costs  include fuel, driver recruitment, training, wage and benefit
costs,  independent  broker costs (which we record as purchased transportation),
insurance, and maintenance and capital equipment costs.

In  discussing  our results of operations we use revenue, before fuel surcharge,
(and  fuel  expense,  net  of  surcharge),  because  management  believes  that
eliminating  the  impact  of  this sometimes volatile source of revenue allows a
more  consistent  basis  for  comparing  our  results  of operations from period

                                      -12-
<PAGE>

to  period.  During  2004,  2003  and  2002,  approximately  $15.6 million, $7.5
million  and $2.0 million of the Company's total revenue was generated from fuel
surcharges.  We  also discuss certain changes in our expenses as a percentage of
revenue, before fuel surcharge, rather than absolute dollar changes.  We do this
because  we  believe  the  high variable cost nature of certain expenses makes a
comparison  of  changes  in  expenses as a percentage of revenue more meaningful
than absolute dollar changes.

RESULTS OF OPERATIONS - TRUCKLOAD SERVICES

The  following  table  sets  forth,  for  truckload  services,  the  percentage
relationship of expense items to operating revenues, before fuel surcharges, for
the  periods  indicated.  Operating supplies expense, which includes fuel costs,
are shown net of fuel surcharges.
                                                   YEARS ENDED DECEMBER 31,
                                                  2004       2003       2002
                                                 -----      -----      -----
Operating revenues, before fuel surcharge        100.0%     100.0%     100.0%
                                                 -----      -----      -----
Operating expenses:
  Salaries, wages and benefits                    43.8       46.2       45.2
  Operating supplies, net of fuel surcharge       23.3       22.0       20.2
  Rent and purchased transportation                0.6        0.3        0.2
  Depreciation and amortization                   11.2       10.4        9.7
  Operating taxes and licenses                     5.8        5.8        5.3
  Insurance and claims                             5.9        5.3        5.0
  Communications and utilities                     0.9        0.9        0.9
  Other                                            1.7        1.6        1.8
  Loss on sale or disposal of property             0.3        0.1        0.0
                                                 -----      -----      -----
Total operating expenses                          93.5       92.6       88.3
                                                 -----      -----      -----
Operating income                                   6.5        7.4       11.7
Non-operating income                               0.2        0.1        0.0
Interest expense                                  (0.5)      (0.5)      (0.8)
                                                 -----      -----      -----
Income before income taxes                         6.2%       7.0%      10.9%
                                                 -----      -----      -----

2004 COMPARED TO 2003

For  the  year  ended December 31, 2004, truckload services revenue, before fuel
surcharges,  increased  5.1% to $267.5 million as compared to $254.6 million for
the  year  ended  December  31,  2003.  Approximately  $3.6 million of the $12.9
million  increase  was  attributable  to  the  McNeill  Trucking,  Inc.  asset
acquisition  which  closed  on  April  3,  2003  and therefore had no comparable
revenue  for  the first three months of 2003.  The remaining increase was due to
an  increase  in the average rate per total mile charged to customers from $1.08
during 2003 to $1.13 during 2004.

Salaries,  wages  and  benefits  decreased  from  46.2% of revenues, before fuel
surcharges,  in 2003 to 43.8% of revenues, before fuel surcharges, in 2004.  The
decrease  relates  to  the  effect of a higher average rate per mile  charged to
customers  without  a  corresponding  increase  in salaries and wages.  However,
effective  October  1, 2004 a driver pay increase of approximately $.03 per mile
was  implemented  which  began  to  partially  offset the benefit of recent rate
increases  charged  to  customers.  Driver lease expense which is a component of
salaries,  wages  and benefits, also decreased during 2004 as the average number
of  owner  operators  under contract decreased from 118 during 2003 to 93 during
2004.  This decrease in driver lease expense was partially offset by an increase
in  amounts  paid  to the corresponding company driver replacement, and in other
costs  normally  absorbed  by the owner operator such as repairs and fuel.  Also
contributing  to  the decrease in salaries, wages and benefits was the continued
benefit  of  the restructuring of workers compensation plans which resulted in a
decrease in amounts expensed for workers compensation coverage.

                                      -13-
<PAGE>

Operating  supplies  and  expenses increased from 22.0% of revenues, before fuel
surcharges,  in  2003  to  23.3%  of  revenues, before fuel surcharges, in 2004.
The  increase  was  primarily  due  to  higher fuel costs resulting from a 20.9%
increase  in  the  average  price  per gallon paid by the Company during 2004 as
compared  to 2003.  During periods of rising fuel prices  the  Company  is often
able  to  recoup  at  least  a portion of the increase through  fuel  surcharges
passed  along to its customers. Fuel costs, net of fuel surcharges, increased to
$40.7  million  in  2004  from  $35.6  million  in  2003.  The Company collected
approximately  $15.6  million  in  fuel  surcharges during 2004 and $7.3 million
during 2003. Fuel costs were also affected by the replacement of owner operators
with  Company  drivers as discussed above.  Also contributing to the increase in
operating supplies and expenses were increased costs associated with our student
training  program as the number of students increased during 2004 as compared to
2003.

Rent  and  purchased transportation increased from 0.3% of revenues, before fuel
surcharges,  in  2003 to 0.6% of revenues, before fuel surcharges, in 2004.  The
increase relates primarily to rental and mileage fees incurred on equipment used
past  scheduled  trade-in  dates  due  to  manufacturers'  delays  in  providing
replacement equipment.

Depreciation  and  amortization  increased  from  10.4% of revenues, before fuel
surcharges,  in  2003  to  11.2%  of  revenues, before fuel surcharges, in 2004.
The  increase  was  primarily  due to the  combined  effect  of  higher  tractor
purchase  prices  and  lower  tractor  guaranteed  residual  values  offered  by
manufacturers.

Insurance  and  claims  expense  increased  from  5.3%  of revenues, before fuel
surcharges,  in  2003 to 5.9% of revenues, before fuel surcharges, in 2004.  The
increase  in  expense  relates  to  the  purchase  of  additional auto liability
coverage  which was not in place during 2003 and to an increase in the amount of
auto liability claims incurred by the Company.

Other  expenses  increased  from  1.6%  of  revenues, before fuel surcharges, in
2003  to 1.7% of revenues, before fuel surcharges, in 2004. The increase relates
to an increase in amounts paid for  both driver recruitment advertising and fees
paid  to  the Company's external auditors both of which were partially offset by
the settlement of a lawsuit which allowed the Company to recapture approximately
$635,000  of  previously  reported  expense.  The  recapture  contributed
approximately $.03 to both diluted and basic earnings per share.

The  truckload  services  division  operating ratio, which measures the ratio of
operating  expenses,  net of fuel surcharges, to operating revenues, before fuel
surcharges, increased to 93.5% for 2004 from 92.6% for 2003.

2003 COMPARED TO 2002

For  the  year  ended December 31, 2003, truckload services revenue, before fuel
surcharges,  increased  to $254.6 million from $253.5 million for the year ended
December  31,  2002.  During 2003 the Company completed the asset acquisition of
McNeill  Trucking,  Inc. which provided additional truckload services revenue of
approximately  $10.2  as  compared  to  2002,  however  decreases  in  equipment
utilization  during  2003 partially offset the additional revenue generated as a
result of the acquisition.  This decrease in equipment utilization resulted in a
4.9%  decrease  in  average truckload revenue, before fuel surcharges, generated
per tractor each work day from $596 in 2002 to $567 in 2003.

Salaries,  wages  and  benefits  increased  from  45.2% of revenues, before fuel
surcharges,  in 2003 to 46.2% of revenues, before fuel surcharges, in 2004.  The
increase  was primarily due to higher costs associated with the Company's health
insurance  and  workers  compensation  benefit plans.  The costs associated with
these  benefit  plans  increased  from  $6.0 million during 2002 to $9.0 million
during  2003.  Also  during 2003, amounts accrued for incentive bonus plans were
decreased  as  compared to 2002 which helped to partially offset the increase in
health insurance and workers compensation expense.

                                      -14-
<PAGE>

Operating  supplies  and  expenses increased from 20.2% of revenues, before fuel
surcharges,  in  2002  to  22.0%  of  revenues, before fuel surcharges, in 2003.
The  increase  was  primarily  due  to higher fuel costs  resulting from a 12.6%
increase  in  the  average  price  per gallon paid by the Company during 2003 as
compared  to 2002.  During periods of rising fuel prices  the  Company  is often
able  to  recoup  at  least  a portion of the increase through  fuel  surcharges
passed  along to its customers. Fuel costs, net of fuel surcharges, increased to
$35.6  million  in  2003  from  $33.1  million  in  2002.  The Company collected
approximately  $7.3  million  in  fuel  surcharges  during 2003 and $2.0 million
during  2002.  Also  contributing  to  the  increase  in  operating supplies and
expenses  were increased equipment maintenance costs associated with trade units
in  order  to meet equipment condition trade terms as specified by the equipment
manufacturer.

Depreciation  and  amortization  increased  from  9.7%  of revenues, before fuel
surcharges,  in  2002  to  10.4%  of  revenues, before fuel surcharges, in 2003.
The  increase  was  primarily  due to the  combined  effect  of  higher  tractor
purchase  prices  and  lower  tractor  guaranteed  residual  values  offered  by
manufacturers.

RESULTS OF OPERATIONS - LOGISTICS AND BROKERAGE SERVICES

The  following  table  sets  forth,  for  logistics  and brokerage services, the
percentage  relationship  of  expense  items  to operating revenues, before fuel
surcharges,  for  the  periods  indicated.  Brokerage  service  operations occur
specifically  in  certain  divisions;  however,  brokerage  operations  occur
throughout  the  Company  in  similar  operations  having  substantially similar
economic  characteristics.  Rent  and  purchased  transportation, which includes
costs paid to third party carriers, are shown net of fuel surcharges.

                                                   YEARS ENDED DECEMBER 31,
                                                  2004       2003       2002
                                                 -----      -----      -----
Operating revenues, before fuel surcharge        100.0%     100.0%     100.0%
                                                 -----      -----      -----
Operating  expenses:
  Salaries, wages and benefits                     5.5        4.7        8.1
  Operating supplies, net of fuel surcharge        0.0        0.0        0.0
  Rent and purchased transportation               87.8       88.2       89.4
  Depreciation and amortization                    0.3        0.3        0.0
  Operating taxes and licenses                     0.0        0.0        0.0
  Insurance and claims                             0.1        0.1        0.5
  Communications and utilities                     0.4        0.4        0.9
  Other                                            1.6        1.8        1.5
  Loss on sale or disposal of property             0.0        0.0        0.0
                                                 -----      -----      -----
Total operating expenses                          95.7       95.5      100.4
                                                 -----      -----      -----
Operating income                                   4.3        4.5       (0.4)
Non-operating income                               0.0        0.0        0.0
Interest expense                                  (0.6)      (1.0)      (0.0)
                                                 -----      -----      -----
Income before income taxes                         3.7%       3.5%      (0.4)%
                                                 -----      -----      -----

2004 COMPARED TO 2003

Logistics  and  brokerage  services  revenues, before fuel surcharges, increased
7.7%  to $42.0 million for the year ended December 31, 2004 as compared to $39.0
million for the year ended December 31, 2003.  Approximately $2.6 million of the
increase  was  attributable  to  the  additional one month revenues, before fuel
surcharges, for 2004, generated by East Coast Transport, Inc. which was acquired
January 31, 2003.

                                      -15-
<PAGE>

Salaries,  wages  and  benefits  increased  from  4.7%  of revenues, before fuel
surcharges,  in  2003 to 5.5% of revenues, before fuel surcharges, in 2004.  The
increase  relates  to  the  hiring  of  an  administrative  staff  at East Coast
Transport,  LLC  for  functions  which had previously been outsourced to a third
party  and to an increase in corporate general and administrative salaries being
allocated to the division.

Rent  and purchased transportation decreased from 88.2% of revenues, before fuel
surcharges,  in  2003 to 87.8% of revenues, before fuel surcharges, in 2004. The
decrease  reflects  the  change  attributable  to  higher  rates  collected from
customers without a corresponding increase in cost.

Other  expenses  decreased  from  1.8%  of  revenues, before fuel surcharges, in
2003  to 1.6% of revenues, before fuel surcharges, in 2004. The decrease relates
to  a decrease in amounts paid for professional services due to the hiring of an
administrative  staff  at  East  Coast  Transport,  LLC  for functions which had
previously been outsourced.

The  logistics  and  brokerage services division operating ratio, which measures
the  ratio  of  operating  expenses,  net  of  fuel  surcharges,  to  operating
revenues,  before  fuel  surcharges,  increased to 95.7% for 2004 from 95.5% for
2003.

2003 COMPARED TO 2002

Logistics  and brokerage services revenues, before fuel surcharges, increased to
$39.0  million for the year ended December 31, 2003 as compared to $10.5 million
for  the  year  ended  December  31, 2002.  The increase was attributable to the
additional  revenues, before fuel surcharges, generated by East Coast Transport,
Inc.,  which  was  acquired  January 31, 2003 and therefore had no corresponding
2002 revenues.

Salaries,  wages  and  benefits  decreased  from  8.1%  of revenues, before fuel
surcharges,  in  2002  to 4.7% of revenues in 2003.  The decrease relates to the
effect  of  additional  revenues  generated  by  the  East Coast Transport, Inc.
purchase  on  fixed  costs  as  a  percentage of revenue, before fuel surcharge.

Rent  and purchased transportation decreased from 89.4% of revenues, before fuel
surcharges,  in  2002 to 88.2% of revenues, before fuel surcharges, in 2003. The
decrease  reflects  increased fuel surcharges collected from customers which are
netted against outside purchased transportation costs.  Also contributing to the
decrease  was  a  lower average rate paid to outside transportation companies by
East  Coast  Transport,  Inc.  than  had  been  paid by the Company prior to the
acquisition of East Coast Transport, Inc.

Communications  and  utilities  expenses  decreased from .9% of revenues, before
fuel  surcharges,  in  2002 to .4% of revenues, before fuel surcharges, in 2003.
The  expenses  represented  by  this  category  generally  have  fixed  cost
characteristics.  The  significant  increase in logistics and brokerage services
revenues  resulting from the East Coast Transport, Inc. asset acquisition during
2003  reduced  the  percentage  relationship  of  the  fixed  cost components to
revenues as greater economies of scale were achieved.

Other  expenses  increased  from  1.5%  of  revenues, before fuel surcharges, in
2002  to 1.8% of revenues, before fuel surcharges, in 2003. The increase relates
to  due  diligence costs and non-compete payments associated with the East Coast
Transport, Inc. asset acquisition.

The  logistics  and  brokerage services division operating ratio, which measures
the  ratio  of  operating  expenses,  net  of  fuel  surcharges,  to  operating
revenues,  before  fuel surcharges,  decreased to 95.5% for 2003 from 100.4% for
2002.

                                      -16-
<PAGE>

RESULTS OF OPERATIONS - COMBINED SERVICES

2004 COMPARED TO 2003

Our effective tax rate increased from 40.4% during 2003 to 40.8% during 2004 due
to  an  increase  in state income taxes.  The decrease in income from operations
also  resulted in a decrease in the provision for income taxes from $7.8 million
in 2003 to $7.3 million in 2004.

Net  income  decreased to $10.6 million, or 3.4% of revenues, in 2004 from $11.5
million,  or  3.9%  of  revenues in 2003, representing a decrease in diluted net
income per share to $.94 in 2004 from $1.01 in 2003.

2003 COMPARED TO 2002

Our effective tax rate increased from 40.0% during 2002 to 40.4% during 2003 due
to  an  increase  in partially non-deductible per-diem payments to drivers.  The
decrease  in income from operations also resulted in a decrease in the provision
for income taxes from $11.1 million in 2002 to $7.8 million in 2003.

Net  income  decreased to $11.5 million, or 3.9% of revenues, in 2003 from $16.6
million,  or  6.3%  of  revenues in 2002, representing a decrease in diluted net
income per share to $1.01 in 2003 from $1.55 in 2002.

QUARTERLY RESULTS OF OPERATIONS

The  following  table  presents  selected consolidated financial information for
each  of  our  last  eight  fiscal  quarters  through  December  31,  2004.  The
information  has  been  derived from unaudited consolidated financial statements
that,  in  the  opinion  of  management,  reflect all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of the quarterly
information.
<TABLE>
<CAPTION>

                                                                    QUARTER ENDED
                              MAR. 31,    JUNE 30,  SEPT. 30,  DEC. 31,   MAR. 31,   JUNE 30,   SEPT. 30,   DEC. 31,
                                2004       2004       2004       2004       2003       2003       2003       2003
                                ----       ----       ----       ----       ----       ----       ----       ----
                                                                     (unaudited)
                                                   (in thousands, except earnings per share data)
<S>                           <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Operating revenues (1)         $80,120    $82,284    $79,080    $83,582    $72,442    $77,137    $75,515    $75,944
Total operating expenses (1)    76,322     75,734     73,491     80,333     67,488     70,077     70,198     72,589
Operating income                 3,798      6,550      5,589      3,249      4,954      7,060      5,317      3,355
Net income                       2,031      3,647      3,148      1,762      2,818      4,047      2,965      1,660
Earnings per common share:
Basic                          $  0.18    $  0.32    $  0.28    $  0.16    $  0.25    $  0.36    $  0.26    $  0.15
                               =======    =======    =======    =======    =======    =======    =======    =======
Diluted                        $  0.18    $  0.32    $  0.28    $  0.16    $  0.25    $  0.36    $  0.26    $  0.14
                               =======    =======    =======    =======    =======    =======    =======    =======
</TABLE>
--------------------------------------------------------------------------------
(1)  In  order to conform to industry practice, during 2004 the Company began to
classify  fuel  surcharges  charged  to  customers  as  revenue rather than as a
reduction of operating supplies expense.  This reclassification has no effect on
net  operating  income,  net income or earnings per share.  The Company has made
corresponding reclassifications to comparative periods shown.

LIQUIDITY AND CAPITAL RESOURCES

The  growth  of  our  business  has  required,  and  will continue to require, a
significant  investment  in  new  revenue  equipment.  Our  primary  sources  of
liquidity  have  been  funds  provided by operations, proceeds from the sales of
revenue equipment, issuances of equity securities, and borrowings under our line
of credit.

During  2004,  we  generated  $44.7  million  in  cash from operating activities
compared  to  $37.9  million  and  $48.9 million in 2003 and 2002, respectively.
Investing  activities  used  $24.7 million in cash during 2004 compared to $68.4
million  and $30.4 million in 2003 and 2002, respectively.  The cash used in all
three years related primarily to the purchase of revenue equipment (tractors and
trailers)  used  in  our  operations.  Financing activities used $3.4 million in
cash  during  2004  compared  to  cash generated by financing activities of $2.8
million in 2003 and $11.4 million in 2002. See Cash Flows Statement.

                                      -17-
<PAGE>

Our primary use of funds is for the purchase of revenue equipment.  We typically
use  our existing lines of credit on an interim basis, in addition to cash flows
from  operations,  to  finance  capital  expenditures  and repay long-term debt.
During  2004  and  2003,  we  utilized  cash  on hand and our lines of credit to
finance  revenue equipment purchases for an aggregate of $52.7 million and $69.6
million, respectively.

Occasionally we finance the acquisition of revenue equipment through installment
notes  with fixed interest rates and terms ranging from 36 to 48 months, however
as  of December 31, 2004 and 2003, we had no outstanding indebtedness under such
installment notes.

In  order  to maintain our tractor and trailer fleet count it is often necessary
to  purchase  replacement units and place them in service before trade units are
removed  from  service.  The timing difference created during this process often
requires  the  Company  to  pay for new units without any reduction in price for
trade  units.  In  this  situation,  the  Company later receives payment for the
trade units as they are delivered to the equipment vendor and have passed vendor
inspection.  During  the  twelve  months  ended  December 31, 2004 and 2003, the
Company  received approximately $24.3 million and $19.5, respectively, for units
delivered for trade.

We  maintain  a  $20.0  million  revolving  line  of  credit and a $30.0 million
revolving  line  of  credit  (Line  A  and  Line  B, respectively) with separate
financial institutions.  Amounts outstanding under Line A bear interest at LIBOR
(determined  as  of  the first day of each month) plus 1.40%, are secured by our
accounts  receivable  and  mature  on  May  31,  2006.  At  December  31,  2004
outstanding  advances  on  line  A  were  approximately $1.4 million, consisting
entirely  of  letters  of  credit,  with  availability  to borrow $18.6 million.
Amounts  outstanding under Line B bear interest at LIBOR (determined on the last
day  of  the  previous  month)  plus 1.15%, are secured by revenue equipment and
mature  on  June  30, 2006.  At December 31, 2004, $27.3 million, including $7.3
million  in letters of credit were outstanding under Line B with availability to
borrow  $2.7 million.  In an effort to reduce interest rate risk associated with
these  floating  rate  facilities,  we  have  entered  into  interest  rate swap
agreements  in  an  aggregate  notional amount of $20.0 million.  For additional
information  regarding  the  interest  rate swap agreements, see Item 7A of this
Report.

During  March and April 2002, the Company received net proceeds of approximately
$54.5  million  from  a public offering of 2,621,250 shares of its common stock.
The  Company  repaid  approximately  $43.0 million of long-term debt obligations
with  the  proceeds  and  used  the  remaining  proceeds  to  fund  its  capital
expenditures and to finance general working capital needs.

Cash  and  cash  equivalents  at December 31, 2004 increased approximately $16.6
million  as  compared  to  December 31, 2003.  Approximately $9.7 million of the
increase  is  related  to  the  difference  in  amounts reclassified to accounts
payable  as  bank  drafts  outstanding  in excess of bank balance.  See accounts
payable discussion below and Cash Flow Statement for more information.

Prepaid  expenses and deposits at December 31, 2004 increased approximately $8.0
million  as  compared to December 31, 2003.  The increase relates to an increase
in  amounts  prepaid for tractor and trailer license fees as well as prepayments
of  auto liability insurance premiums.  During December 2004 the Company prepaid
tractor  and trailer license fees for the calendar year ending December 31, 2005
in  the amount of approximately $3.0 million.  In past years the Company did not
pay these fees until January of the new coverage year.  The Company also prepaid
approximately  $5.0  million  in additional auto liability insurance premiums as
compared to premiums prepaid during 2003.

Marketable  equity  securities available for sale at December 31, 2004 increased
approximately  $3.3  million  as compared to December 31, 2003.  During the year
ended  December  31,  2004,  the Company purchased approximately $2.4 million of
equity  securities  with  excess  cash.  These  securities, combined with equity
securities  purchased  in  prior periods, have an original cost of approximately

                                     -18-
<PAGE>

$6.3  million and a combined fair market value of $8.8 million.  The Company has
developed  a  strategy  to invest in securities from which it expects to receive
dividends  that  qualify  for favorable tax treatment, as well as, appreciate in
value.  The  Company  anticipates  that  increases  in  the  market value of the
investments  combined  with dividend payments will exceed interest rates paid on
borrowings  for the same period.  During 2004 the Company had unrealized pre-tax
gains  of  approximately  $877,000  and  received  dividends  of  approximately
$300,000.  The  holding  term of these securities depends largely on the general
economic environment, the equity markets, borrowing rates and the Company's cash
requirements.

Accounts  payable  at  December 31, 2004 increased approximately $6.4 million as
compared to December 31, 2003.  The increase is primarily related to an increase
in  the  amount of bank drafts outstanding in excess of bank balance as compared
to  bank  drafts outstanding at December 31, 2003.  As of December 31, 2004 bank
drafts  of  approximately $16.5 million were reclassified to accounts payable as
compared  to  approximately  $6.8  million reclassified as of December 31, 2003.
The  net  increase  also reflects the  decrease of approximately $2.1 million in
amounts  accrued  for  the payment of purchased transportation costs provided by
outside transportation companies and a decrease of approximately $1.6 million in
amounts accrued for third party equipment repair costs.

For 2005, we expect to purchase approximately 375 new tractors and approximately
350  trailers while continuing to sell or trade older equipment, which we expect
to  result  in  net  capital  expenditures  of  approximately  $25.8  million.
Management  believes  we will be able to finance our near term needs for working
capital  over  the  next  twelve  months,  as  well  as  acquisitions of revenue
equipment  during  such  period, with cash balances, cash flows from operations,
and  borrowings  believed  to  be  available  from  financing  sources.  We will
continue  to have significant capital requirements over the long-term, which may
require us to incur debt or seek additional equity capital.  The availability of
additional  capital  will  depend  upon prevailing market conditions, the market
price  of  our common stock and several other factors over which we have limited
control,  as  well  as  our  financial  condition  and  results  of  operations.
Nevertheless,  based  on  our  recent  operating results, current cash position,
anticipated  future  cash flows, and sources of financing that we expect will be
available  to  us,  we  do  not  expect  that we will experience any significant
liquidity constraints in the foreseeable future.

On January 31, 2003, the Company closed the purchase of substantially all of the
assets  of  East  Coast  Transport  and  Logistics,  Inc.,  a  freight brokerage
operation based in New Jersey.  In connection with this acquisition, the Company
issued  to  the  seller  an installment note in the amount of approximately $5.0
million  at  an  interest rate of 6% and paid cash of approximately $1.9 million
utilizing existing cash.

On  April  3,  2003, the Company closed the purchase of substantially all of the
assets  of  McNeill  Trucking,  Inc.,  a truckload carrier based in North Little
Rock,  Arkansas.  In  connection with this acquisition, the Company paid cash of
approximately $8.8 million and assumed liabilities of approximately $70,000.

                                     -19-
<PAGE>

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

The  following  table  sets  forth  the  Company's  contractual  obligations and
commercial  commitments,  as  defined in Regulation S-K 303 (a)(5)(ii) issued by
the Securities and Exchange Commission, as of December 31, 2004:

                                          Payments due by period
                                          ----------------------
                                              (in thousands)
                                    Less than  1 to 3    4 to 5   More than
                            Total     1 year    Years     Years    5 Years
                           -------   -------   -------   -------   -------
Long-term debt             $25,305   $ 2,080   $21,457   $ 1,623   $   145
Operating leases (1)         1,320       466       573       281         -
Purchase obligations (2)    38,826    38,826         -         -         -
                           -------   -------   -------   -------   -------
                Total      $65,451   $41,372   $22,030   $ 1,904   $   145
                           =======   =======   =======   =======   =======

(1) Represents building, facilities, and drop yard operating leases.
(2) Represents tractor and trailer purchase obligations which are
     cancelable by us contingent upon advance notice.


OFF-BALANCE SHEET ARRANGEMENTS

The  Company  has no off-balance sheet arrangements as defined in Regulation S-K
303(a)(4)(ii) issued by the Securities and Exchange Commission.

INSURANCE

With respect to physical damage for tractors, cargo loss and auto liability, the
Company  maintains insurance coverage to protect it from certain business risks.
These  policies are with various carriers and have per occurrence deductibles of
$2,500, $10,000 and $2,500 respectively.  Since 2002, the Company has elected to
self  insure  for  physical  damage  to  trailers.  During  2003, and continuing
through  2004,  the  Company  changed  its  workers'  compensation  coverage  in
Arkansas,  Oklahoma,  Mississippi and Florida from a fully insured policy with a
$350,000  per  occurrence  deductible to become self insured with a $500,000 per
occurrence excess policy.  The Company continues to be self insured for workers'
compensation  in  the  State of Ohio with a $500,000 self insured retention with
excess  insurance.  The  Company has elected to opt out of workers' compensation
coverage  in  Texas  and  is  providing coverage through the P.A.M. Texas Injury
Plan.  The  Company has reserved for estimated losses to pay such claims as well
as  claims  incurred  but not yet reported.  The Company has not experienced any
adverse  trends  involving  differences  in  claims  experienced  versus  claims
estimates  for  workers'  compensation  claims.  Letters  of  credit aggregating
$4,279,000 are held by a bank as security for workers' compensation claims.  The
Company self insures for employee health claims with a stop loss of $150,000 per
covered  employee  per  year and estimates its liability for claims incurred but
not reported.

                                     -20-
<PAGE>

RISK FACTORS

Set forth below and elsewhere in this Report and in other documents we file with
the  SEC  are  risks  and  uncertainties  that could cause our actual results to
differ  materially  from  the  results  contemplated  by  the  forward-looking
statements contained in this Report.

Our  business  is  subject  to  general  economic  and business factors that are
largely out of our control, any of which could have a material adverse effect on
our operating results.

These  factors  include  significant  increases  or  rapid  fluctuations in fuel
prices,  excess  capacity  in the trucking industry, surpluses in the market for
used  equipment,  interest  rates,  fuel  taxes,  license and registration fees,
insurance  premiums,  self-insurance  levels,  and  difficulty in attracting and
retaining qualified drivers and independent contractors.

We are also affected by recessionary economic cycles and downturns in customers'
business  cycles,  particularly  in  market segments and industries, such as the
automotive  industry,  where  we  have a significant concentration of customers.
Economic  conditions may adversely affect our customers and their ability to pay
for our services.

We operate in a highly competitive and fragmented industry, and our business may
suffer  if  we  are  unable to adequately address downward pricing pressures and
other  factors  that  may  adversely  affect  our  ability to compete with other
carriers.

Numerous  competitive  factors  could impair our ability to maintain our current
profitability. These factors include the following:

-    we compete with many other truckload carriers of varying sizes and, to a
     lesser extent, with less-than-truckload carriers and railroads, some of
     which have more equipment and greater capital resources than we do;

-    some of our competitors periodically reduce their freight rates to gain
     business, especially during times of reduced growth rates in the economy,
     which may limit our ability to maintain or increase freight rates, maintain
     our margins or maintain significant growth in our business;

-    many customers reduce the number of carriers they use by selecting
     so-called "core carriers" as approved service providers, and in some
     instances we may not be selected;

-    many customers periodically accept bids from multiple carriers for their
     shipping needs, and this process may depress freight rates or result in the
     loss of some of our business to competitors;

-    the trend toward consolidation in the trucking industry may create other
     large carriers with greater financial resources and other competitive
     advantages relating to their size and with whom we may have difficulty
     competing;

-    advances in technology require increased investments to remain competitive,
     and our customers may not be willing to accept higher freight rates to
     cover the cost of these investments;

-    competition from Internet-based and other logistics and freight brokerage
     companies may adversely affect our customer relationships and freight
     rates; and

                                     -21-
<PAGE>

-    economies of scale that may be passed on to smaller carriers by procurement
     aggregation providers may improve their ability to compete with us.

We are highly dependent on our major customers, the loss of one or more of which
could have a material adverse effect on our business.

A significant portion of our revenue is generated from our major customers.  For
2004,  our top five customers, based on revenue, accounted for approximately 62%
of  our revenue, and our largest customer, General Motors Corporation, accounted
for  approximately  44% of our revenue.  We also provide transportation services
to  other  manufacturers  who  are suppliers for automobile manufacturers.  As a
result,  concentration of our business within the automobile industry is greater
than  the concentration in a single customer.  Approximately 56% of our revenues
for  2004  were  derived from transportation services provided to the automobile
industry.

Generally,  we  do  not  have long-term contractual relationships with our major
customers, and we cannot assure that our customer relationships will continue as
presently in effect.  A reduction in or termination of our services by our major
customers  could  have  a  material adverse effect on our business and operating
results.

Ongoing insurance and claims expenses could significantly reduce our earnings.

Our  future  insurance and claims expenses might exceed historical levels, which
could  reduce  our earnings.  The Company is self insured for health and workers
compensation insurance coverage up to certain limits.  If medical costs continue
to  increase,  or  if  the  severity or number of claims increase, and if we are
unable  to offset the resulting increases in expenses with higher freight rates,
our earnings could be materially and adversely affected.

We may be unable to successfully integrate businesses we acquire into our
operations.

Integrating  businesses  we  acquire  may involve unanticipated delays, costs or
other  operational  or  financial  problems.  Successful  integration  of  the
businesses  we  acquire depends on a number of factors, including our ability to
transition  acquired  companies  to  our  management  information  systems.  In
integrating  businesses  we  acquire,  we  may not achieve expected economies of
scale or profitability or realize sufficient revenues to justify our investment.
We  also  face  the  risk  that an unexpected problem at one of the companies we
acquire  will  require  substantial  time  and attention from senior management,
diverting  management's attention from other aspects of our business.  We cannot
be  certain that our management and operational controls will be able to support
us as we grow.

Difficulty in attracting drivers could affect our profitability and ability to
grow.

Periodically,  the  transportation industry experiences difficulty in attracting
and retaining qualified drivers, including independent contractors, resulting in
intense  competition  for  drivers.  We  have  from  time  to  time  experienced
under-utilization and increased expenses due to a shortage of qualified drivers.
If  we  are  unable to continue to attract drivers and contract with independent
contractors,  we  could  be  required  to further adjust our driver compensation
package  or  let  trucks  sit  idle, which could adversely affect our growth and
profitability.

                                     -22-
<PAGE>

If  we are unable to retain our key employees, our business, financial condition
and results of operations could be harmed.

We are highly dependent upon the services of the following key employees: Robert
W.  Weaver,  our  President  and  Chief  Executive  Officer; W. Clif Lawson, our
Executive  Vice President and Chief Operating Officer; and Larry J. Goddard, our
Vice  President  and  Chief  Financial Officer.  We do not maintain key-man life
insurance  on  any of these executives.  The loss of any of their services could
have  a  material adverse effect on our operations and future profitability.  We
must  continue  to  develop  and  retain  a  core group of managers if we are to
realize  our  goal  of  expanding  our operations and continuing our growth.  We
cannot assure that we will be able to do so.

We  have  significant  ongoing  capital  requirements  that  could  affect  our
profitability  if  we  are  unable  to generate sufficient cash from operations.

The  trucking  industry is very capital intensive.  If we are unable to generate
sufficient  cash from operations in the future, we may have to limit our growth,
enter  into  financing arrangements, or operate our revenue equipment for longer
periods, any of which could have a material adverse affect on our profitability.

Our  operations  are  subject to various environmental laws and regulations, the
violation of which could result in substantial fines or penalties.

We  are  subject  to various environmental laws and regulations dealing with the
handling  of  hazardous materials, underground fuel storage tanks, and discharge
and  retention  of  stormwater.  We  operate  in  industrial  areas, where truck
terminals  and other industrial activities are located, and where groundwater or
other  forms  of environmental contamination could occur.  We also maintain bulk
fuel storage and fuel islands at five of our facilities.  Our operations involve
the risks of fuel spillage or seepage, environmental damage, and hazardous waste
disposal,  among  others.  If  we  are  involved  in  a  spill or other accident
involving  hazardous  substances,  or  if  we  are  found  to be in violation of
applicable laws or regulations, it could have a materially adverse effect on our
business  and  operating  results.  If  we should fail to comply with applicable
environmental regulations, we could be subject to substantial fines or penalties
and to civil and criminal liability.

We  operate  in  a  highly  regulated industry and increased costs of compliance
with, or liability for violation of, existing or future regulations could have a
material adverse effect on our business.

The  U.S. Department of Transportation and various state agencies exercise broad
powers  over  our business, generally governing such activities as authorization
to  engage in motor carrier operations, safety, and financial reporting.  We may
also  become  subject  to  new  or more restrictive regulations relating to fuel
emissions,  drivers'  hours  in  service,  and ergonomics.  Compliance with such
regulations  could  substantially impair equipment productivity and increase our
operating expenses.

The  EPA  recently  adopted  new  emissions  control  regulations, which require
progressive  reductions  in  exhaust emissions from diesel engines through 2007,
for  engines  manufactured in October 2002 and thereafter. In part to offset the
costs  of  compliance  with  the  new  EPA  engine  design  requirements,  some
manufacturers  have  significantly increased new equipment prices and eliminated
or  sharply  reduced  the  price  of  repurchase or trade-in commitments. If new
equipment  prices were to increase, or if the price of repurchase commitments by
equipment  manufacturers  were  to  decrease,  more  than anticipated, we may be
required  to increase our depreciation and financing costs and/or retain some of
our  equipment longer, with a resulting increase in maintenance expenses. To the
extent  we  are  unable  to  offset  any  such  increases  in expenses with rate
increases  or  cost  savings,  our  results  of  operations  could  be adversely
affected.  If  our  fuel or maintenance expenses were to increase as a result of
our  use  of  the  new,  EPA-compliant engines, and we are unable to offset such
increases  with  fuel  surcharges  or  higher  freight  rates,  our  results  of

                                     -23-
<PAGE>

operations  could  be  adversely  affected. Further, our business and operations
could  be  adversely  impacted if we experience problems with the reliability of
the  new  engines.  We  began  operating  tractors  with engines meeting the EPA
guidelines  during  2003.  Although  we  have  not  experienced  any significant
reliability  issues with these engines to date, the expenses associated with the
tractors  containing  these  engines have been slightly elevated, primarily as a
result lower fuel efficiency and slightly higher depreciation.

INFLATION

Inflation has an impact on most of our operating costs.  Recently, the effect of
inflation has been minimal.

Competition  for  drivers  has  increased  in recent years, leading to increased
labor  costs.  While  increases  in  fuel  and driver costs affect our operating
costs,  we  do not believe that the effects of such increases are greater for us
than for other trucking concerns.

ADOPTION OF ACCOUNTING POLICIES

See  "Item  8.  Financial  Statements  and  Supplementary  Data,  Note  1 to the
Consolidated Financial Statements - Recent Accounting Pronouncements."

CRITICAL ACCOUNTING POLICIES

The  Company's  significant  accounting  policies are described in Note 1 to the
Consolidated Financial Statements.  The policies described below represent those
that  are  broadly applicable to the Company's operations and involve additional
management  judgment  due  to  the  sensitivity  of the methods, assumptions and
estimates necessary in determining the related amounts.

Accounts  Receivable.  We continuously monitor collections and payments from our
customers,  third  parties  and  vendors  and maintain a provision for estimated
credit  losses  based upon our historical experience and any specific collection
issues that we have identified.  While such credit losses have historically been
within our expectations and the provisions established, we cannot guarantee that
we  will  continue  to experience the same credit loss rates that we have in the
past.

Property  and  equipment.  Management  must use its judgment in the selection of
estimated  useful lives and salvage values for purposes of depreciating tractors
and  trailers  which  in  some  cases  do  not  have guaranteed residual values.
Estimates of salvage value at the expected date of trade-in or sale are based on
the  expected  market values of equipment at the time of disposal which, in many
cases include guaranteed residual values by the manufacturers.

Self  Insurance.  The  Company  is  self-insured  for  health  and  workers'
compensation  benefits  up  to certain stop-loss limits.  Such costs are accrued
based  on  known  claims  and  an  estimate of incurred, but not reported (IBNR)
claims.  IBNR  claims  are  estimated using historical lag information and other
data  either  provided by outside claims administrators or developed internally.
This  estimation  process  is  subjective,  and to the extent that future actual
results  differ from original estimates, adjustments to recorded accruals may be
necessary.

Revenue  Recognition.  Revenue is recognized in full upon completion of delivery
to  the  receiver's  location.  For freight in transit at the end of a reporting
period,  the  Company recognizes revenue prorata based on relative transit miles
completed  as  a  portion  of  the  estimated total transit miles with estimated
expenses recognized upon recognition of the related revenue.

                                     -24-
<PAGE>

Prepaid Tires.  Tires purchased with revenue equipment are capitalized as a cost
of the related equipment. Replacement tires are included in prepaid expenses and
deposits  and  are  amortized  over  a  24-month  period.  Costs related to tire
recapping are expensed when incurred.

Income  Taxes.  Significant  management  judgment  is  required to determine the
provision  for  income  taxes  and  to  determine  whether deferred income taxes
will  be  realized  in  full  or  in  part.  Deferred  income  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.  When  it  is more  likely that  all or some portion
of  specific  deferred  income  tax  assets  will  not  be realized, a valuation
allowance  must  be  established  for the amount of deferred income  tax  assets
that  are  determined  not  to  be  realizable.  A  valuation  allowance  for
deferred  income  tax  assets  has  not  been deemed to be necessary due  to the
Company's  profitable  operations.  Accordingly,  if  the  facts  or  financial
circumstances  were  to change, thereby  impacting  the  likelihood of realizing
the  deferred  income  tax  assets,  judgment  would  need  to  be  applied  to
determine the amount of valuation allowance required in any given period.

Business  Segment  and  Concentrations  of Credit Risk.  The Company operates in
one  business  segment,  motor  carrier  operations.  The  Company  provides
transportation  services  to customers throughout the United States and portions
of  Canada  and  Mexico.  The  Company  performs  ongoing credit evaluations and
generally does not require collateral from its customers.  The Company maintains
reserves  for  potential  credit  losses.  In  view  of the concentration of the
Company's  revenues  and accounts receivable among a limited number of customers
within  the  automobile  industry,  the  financial  health of this industry is a
factor  in the Company's overall evaluation of accounts receivable.  At December
31,  2004,  one  customer's accounts receivable balance represented 54.8% of the
Company's total accounts receivable.

Business  Combinations and Goodwill.  Upon acquisition of an entity, the cost of
the  acquired  entity  must  be  allocated  to  assets and liabilities acquired.
Identification  of  intangible  assets,  if  any,  that meet certain recognition
criteria  is  necessary.  This  identification and subsequent valuation requires
significant judgments.  The carrying value of goodwill was tested for impairment
on  December 31, 2004.  The impairment testing requires an estimate of the value
of  the  Company  as  a  whole,  as  the  Company has determined it only has one
reporting  unit  as  defined  in Statement of Financial Accounting Standards No.
142.

                                     -25-
<PAGE>

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

Our primary market risk exposures include equity price risk, interest rate risk,
and  commodity  price  risk  (the  price  paid  to  obtain  diesel  fuel for our
tractors).  The  potential  adverse  impact  of  these  risks  and  the  general
strategies we employ to manage such risks are discussed below.

The  following  sensitivity analyses do not consider the effects that an adverse
change  may  have on the overall economy nor do they consider additional actions
we may take to mitigate our exposure to such changes.  Actual results of changes
in prices or rates may differ materially from the hypothetical results described
below.

EQUITY PRICE RISK

We  hold certain actively traded marketable equity securities which subjects the
Company  to  fluctuations  in  the fair market value of its investment portfolio
based  on  current  market  price.  The  recorded  value  of  marketable  equity
securities  increased  to $8.8 million at December 31, 2004 from $5.5 million at
December  31, 2003.  The increase reflects additional purchases of approximately
$2.4  million  during  2004  and  an  increase  in  the  fair  market  value  of
approximately  $.9  million  during 2004.  A 10% decrease in the market price of
our marketable equity securities would cause a corresponding 10% decrease in the
carrying amounts of these securities, or approximately $880,000.  For additional
information  with respect to the marketable equity securities, see Note 3 to our
consolidated financial statements.

INTEREST RATE RISK

Our  two  lines  of  credit each bear interest at a floating rate equal to LIBOR
plus  a  fixed percentage.  Accordingly, changes in LIBOR, which are effected by
changes  in  interest rates, will affect the interest rate on, and therefore our
costs  under,  the  lines of credit. In an effort to manage the risks associated
with  changing  interest  rates,  we  entered into interest rate swap agreements
effective February 28, 2001 and May 31, 2001, on notional amounts of $15,000,000
and  $5,000,000,  respectively.  The "pay fixed rates" under the $15,000,000 and
$5,000,000  swap  agreements  are  5.08%  and  4.83%, respectively. The "receive
floating rate" for both swap agreements is "1-month" LIBOR.  These interest rate
swap  agreements  terminate  on  March  2,  2006 and June 2, 2006, respectively.
Assuming  $20.0 million of variable rate debt was outstanding under Line "A" and
not  covered  by  the hedge agreement for a full fiscal year, a hypothetical 100
basis  point  increase  in  LIBOR  would  result  in  approximately  $200,000 of
additional  interest  expense,  net  of  the effect of the swap agreements.  For
additional  information  with  respect to the interest rate swap agreements, see
Note 16 to our consolidated financial statements.

COMMODITY PRICE RISK

Prices  and  availability  of  all  petroleum products are subject to political,
economic  and  market  factors  that  are  generally  outside  of  our  control.
Accordingly,  the  price  and  availability  of  diesel  fuel,  as well as other
petroleum  products, can be unpredictable.  Because our operations are dependent
upon  diesel  fuel,  significant increases in diesel fuel costs could materially
and  adversely  affect our results of operations and financial condition.  Based
upon  our  2004 fuel consumption, a 10% increase in the average annual price per
gallon  of  diesel fuel would increase our annual fuel expenses by $5.6 million.

In  August  2000  and  July  2001,  we  entered  into agreements to obtain price
protection  and  reduce  a  portion  of our exposure to fuel price fluctuations.
Under  these agreements, we were obligated to purchase minimum amounts of diesel
fuel  per  month,  with  a price protection component, for the six-month periods
ended  March 31, 2001 and February 28, 2002. The agreements also provide that if
during  the 48 months commencing April 2001, the price of heating oil on the New
York  Mercantile  Exchange  ("NY  MX  HO")  falls  below $.58 per gallon, we are

                                     -26-
<PAGE>

obligated  to  pay,  for  a  maximum  of twelve different months selected by the
contract  holder  during  such  48-month period, the difference between $.58 per
gallon  and  NY MX HO average price, multiplied by 900,000 gallons. Accordingly,
in  any month in which the holder exercises such right, we would be obligated to
pay  the  holder $9,000 for each cent by which $.58 exceeds the average NY MX HO
price  for  that  month. For example, the NY MX HO average price during February
2002  was  approximately  $.54,  and  if the holder were to exercise its payment
right,  we  would  be  obligated  to  pay  the  holder approximately $36,000. In
addition,  if  during  any  month  in the twelve-month period commencing January
2005, the average NY MX HO is below $.58 per gallon, we will be obligated to pay
the  contract  holder the difference between $.58 and the average NY MX HO price
for  such  month,  multiplied  by  1,000,000  gallons. During December 2004, the
average NY MX HO price was $1.28. The estimated fair value of the agreements are
periodically  adjusted  and  as of December 31, 2004 the estimated fair value of
$500,000  is  included  in  accrued liabilities in the accompanying consolidated
financial  statements.  For  the  twelve-month period ended December 31, 2004 an
adjustment  of  $250,000  was  made  to reflect the decline in fair value of the
agreements which had the effect of reducing operating supplies expense and other
current  liabilities each by $250,000 in the accompanying consolidated financial
statements.  For  the  twelve-month period ended December 31, 2003 an adjustment
was  not  necessary  and the carrying value in accrued liabilities was $750,000.
For  additional  information  with respect to this agreement, see Note 16 to our
consolidated financial statements.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The following statements are filed with this report:

     Report of Independent Registered Public Accounting Firm
     Consolidated Balance Sheets- December 31, 2004 and 2003
     Consolidated Statements of Income- Years ended
       December 31, 2004, 2003 and 2002
     Consolidated Statements of Shareholders' Equity- Years ended
       December 31, 2004, 2003  and  2002
     Consolidated Statements of Cash Flows- Years ended
       December 31, 2004, 2003 and  2002
     Notes to Consolidated Financial Statements

                                     -27-
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
P.A.M. Transportation Services, Inc. and Subsidiaries

We  have  audited  the  accompanying  consolidated  balance  sheets  of  P.A.M.
Transportation  Services,  Inc.  (a  Delaware corporation) and subsidiaries (the
"Company")  as  of  December  31,  2004  and  2003, and the related consolidated
statements  of  income, stockholders' equity and other comprehensive income, and
cash  flows  for  each of the three years in the period ended December 31, 2004.
These  financial  statements are the responsibility of the Company's management.
Our  responsibility is to express an opinion on these financial statements based
on our audits.

We  conducted  our audits in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  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,  such consolidated financial statements present fairly, in all
material  respects,  the  financial  position of P.A.M. Transportation Services,
Inc. and subsidiaries as of December 31, 2004 and 2003, and the results of their
operations  and their cash flows for each of the three years in the period ended
December  31,  2004, in conformity with accounting principles generally accepted
in the United States of America.

We  have  also  audited,  in accordance with the standards of the Public Company
Accounting  Oversight  Board (United States), the effectiveness of the Company's
internal  control over financial reporting as of December 31, 2004, based on the
criteria  established  in  Internal  Control-Integrated  Framework issued by the
Committee  of Sponsoring Organizations of the Treadway Commission and our report
dated  March 8, 2005 expressed an unqualified opinion on management's assessment
of  the effectiveness of the Company's internal control over financial reporting
and  an  unqualified  opinion  on  the  effectiveness  of the Company's internal
control over financial reporting.

/s/  DELOITTE & TOUCHE LLP
Little Rock, Arkansas
March 8, 2005

                                     -28-
<PAGE>

<TABLE>
<CAPTION>

P.A.M. TRANSPORTATION SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2004 AND 2003
(in thousands, except share data)
---------------------------------------------------------------------------------------


                                                                   2004          2003
<S>                                                            <C>           <C>
ASSETS
CURRENT ASSETS:
 Cash and cash equivalents                                      $ 19,659      $  3,064
  Accounts receivable-net:
   Trade                                                          47,926        46,120
   Other                                                           1,110         1,150
 Inventories                                                         913           844
 Prepaid expenses and deposits                                    14,862         6,771
 Marketable equity securities available-for-sale                   8,792         5,492
 Income taxes refundable                                             754         1,256
                                                                --------      --------

      Total current assets                                        94,016        64,697

PROPERTY AND EQUIPMENT:
 Land                                                              2,674         2,674
 Structures and improvements                                       9,299         9,258
 Revenue equipment                                               238,750       249,713
 Service vehicles                                                    878           911
 Office furniture and equipment                                    5,571         6,863
                                                                --------      --------

      Total property and equipment                               257,172       269,419

 Accumulated depreciation                                        (83,029)      (86,689)
                                                                --------      --------

      Net property and equipment                                 174,143       182,730

OTHER ASSETS:
 Goodwill                                                         15,413        15,413
 Non-compete agreements                                              654         1,004
 Other                                                             1,123         1,005
                                                                --------      --------

      Total other assets                                          17,190        17,422
                                                                --------      --------

TOTAL ASSETS                                                    $285,349      $264,849
                                                                ========      ========


                                                                           (Continued)
</TABLE>

                                      -29-
<PAGE>
<TABLE>
<CAPTION>

P.A.M. TRANSPORTATION SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2004 AND 2003
(in thousands, except share data)
---------------------------------------------------------------------------------------

                                                                   2004          2003
<S>                                                            <C>           <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
 Accounts payable                                               $ 28,702      $ 22,295
 Accrued expenses and other liabilities                            9,828        11,167
 Current maturities of long-term debt                              2,080         2,039
 Deferred income taxes-current                                     7,162         1,330
                                                                --------      --------

      Total current liabilities                                   47,772        36,831

 Long-term debt-less current portion                              23,225        26,740
 Deferred income taxes-less current portion                       45,375        43,708
 Other                                                               434           695
                                                                --------      --------

      Total liabilities                                          116,806       107,974
                                                                --------      --------

SHAREHOLDERS' EQUITY:
 Preferred stock, $.01 par value:
  Authorized shares-10,000,000
  Issued and outstanding
   shares: 0 at December 31, 2004 and 2003
 Common stock, $.01 par value:
  Authorized shares-40,000,000
  Issued and outstanding shares:  11,303,207 and 11,294,207
    at December 31, 2004 and 2003, respectively                      113           113
 Additional paid-in capital                                       76,050        75,957
 Accumulated other comprehensive income                            1,151           164
 Retained earnings                                                91,229        80,641
                                                                --------      --------

      Total shareholders' equity                                 168,543       156,875
                                                                --------      --------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                      $285,349      $264,849
                                                                ========      ========


                                                                           (Concluded)
See notes to consolidated financial statements.
</TABLE>
                                      -30-
<PAGE>

<TABLE>
<CAPTION>

P.A.M. TRANSPORTATION SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(in thousands, except per share data)
---------------------------------------------------------------------------------------

                                                    2004           2003           2002
<S>                                             <C>            <C>            <C>
OPERATING REVENUES:
 Revenue, before fuel surcharge                  $309,475       $293,547       $264,012
 Fuel surcharge                                    15,591          7,491          2,042
                                                 --------       --------       --------

      Total operating revenues                    325,066        301,038        266,054
                                                 --------       --------       --------

OPERATING EXPENSES AND COSTS:
 Salaries, wages, and benefits                    119,519        119,350        115,432
 Operating supplies and expenses                   77,363         63,241         53,203
 Rents and purchased transportation                38,938         35,287          9,780
 Depreciation and amortization                     30,016         26,601         24,715
 Operating taxes and licenses                      15,488         14,710         13,467
 Insurance and claims                              15,820         13,500         12,786
 Communications and utilities                       2,690          2,540          2,284
 Other                                              5,131          4,755          4,620
 Loss on sale or disposal of equipment                915            368            127
                                                 --------       --------       --------

      Total operating expenses and costs          305,880        280,352        236,414
                                                 --------       --------       --------

NET OPERATING INCOME                               19,186         20,686         29,640

NON-OPERATING INCOME                                  464            276
INTEREST EXPENSE                                   (1,758)        (1,667)        (1,985)
                                                  --------       --------       --------

NET INCOME BEFORE INCOME TAXES                     17,892         19,295         27,655

FEDERAL AND STATE INCOME TAXES:
 Current                                              479            630          1,718
 Deferred                                           6,825          7,175          9,344
                                                 --------       --------       --------

      Total federal and state income taxes          7,304          7,805         11,062
                                                 --------       --------       --------

NET INCOME                                       $ 10,588       $ 11,490       $ 16,593
                                                 ========       ========       ========

EARNINGS PER COMMON SHARE:
 Basic                                           $   0.94       $   1.02       $   1.56
                                                 ========       ========       ========
 Diluted                                         $   0.94       $   1.01       $   1.55
                                                 ========       ========       ========

AVERAGE COMMON SHARES OUTSTANDING:
 Basic                                             11,298         11,291         10,669
                                                 ========       ========       ========
 Diluted                                           11,324         11,326         10,715
                                                 ========       ========       ========

See notes to consolidated financial statements.
</TABLE>
                                      -31-
<PAGE>

<TABLE>
<CAPTION>

P.A.M. TRANSPORTATION SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND OTHER COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(in thousands)
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                              ACCUMULATED
                                                               ADDITIONAL       OTHER            OTHER
                                            COMMON STOCK        PAID-IN      COMPREHENSIVE   COMPREHENSIVE    RETAINED
                                           SHARES  AMOUNT       CAPITAL         INCOME        INCOME (LOSS)   EARNINGS      TOTAL

<S>                                      <C>      <C>         <C>           <C>             <C>              <C>         <C>
BALANCE-January 1, 2002                    8,612   $  86        $20,461                          $ (508)       $52,558    $ 72,597

 Components of comprehensive income:
  Net earnings                                                                 $16,593                          16,593      16,593
  Other comprehensive loss-Unrealized
   loss on hedge, net of tax of $331                                              (497)            (497)                      (497)
                                                                               -------
  Total comprehensive income                                                   $16,096
                                                                               =======
 Stock options-deferred stock
  compensation                                39                    478                                                        478
 Issuance of common stock                  2,621      26         54,732                                                     54,758
 Exercise of stock options-shares issued
  including tax benefits                      10       1            522                                                        523
                                          ------    ----        -------                          ------      -------      --------
BALANCE-December 31, 2002                 11,282     113         76,193                          (1,005)      69,151       144,452

  Components of comprehensive income:
   Net earnings                                                                $11,490                        11,490        11,490
   Other comprehensive gain:
    Unrealized gain on hedge, net of
     tax of $148                                                                   223              223                        223
    Unrealized gain on marketable
     securities, net of tax of $631                                                946              946                        946
                                                                               -------
  Total comprehensive income                                                   $12,659
                                                                               =======
 Stock options-deferred stock
  compensation                                                     (398)                                                      (398)
 Exercise of stock options-shares issued
  including tax benefits                      12                    162                                                        162
                                          ------    ----        -------                          ------      -------      --------
BALANCE-December 31, 2003                 11,294     113         75,957                             164       80,641       156,875

 Components of comprehensive income:
  Net earnings                                                                 $10,588                        10,588        10,588
  Other comprehensive gain:
   Unrealized gain on hedge, net of
    tax of $314                                                                    481              481                        481
   Unrealized gain on marketable
    securities, net of tax of $371                                                 506              506                        506
                                                                               -------
  Total comprehensive income                                                   $11,575
                                                                               =======
 Exercise of stock options-shares issued
  including tax benefits                       9                     93                                                         93
                                          ------    ----        -------                          ------      -------      --------
BALANCE-December 31, 2004                 11,303    $113        $76,050                          $1,151      $91,229      $168,543
                                          ======    ====        =======                          ======      =======      ========

See notes to consolidated financial statements.
</TABLE>
                                      -32-
<PAGE>

<TABLE>
<CAPTION>

P.A.M. TRANSPORTATION SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(in thousands)
--------------------------------------------------------------------------------------------------------------------------------


                                                                                            2004           2003           2002
<S>                                                                                     <C>            <C>            <C>
OPERATING ACTIVITIES:
 Net income                                                                              $  10,588      $  11,490      $  16,593
  Adjustments to reconcile net income to net cash provided by operating activities:
   Depreciation and amortization                                                            30,016         26,601         24,715
   Bad debt expense (recovery)                                                                (410)           110          1,028
   Non-competition agreement amortization-net of payments                                       88             42
   Provision for deferred income taxes                                                       6,825          7,175          9,344
   Gain on sale of marketable equity securities                                                               (47)
   Loss on sale or disposal of equipment                                                       915            368            127
   Changes in operating assets and liabilities-net of acquisition:
    Accounts receivable                                                                     (1,393)       (11,983)       (11,516)
    Prepaid expenses, inventories, and other assets                                         (8,279)        (3,170)          (349)
    Income taxes refundable                                                                    502           (975)          (357)
    Trade accounts payable                                                                   7,202          7,156          7,925
    Accrued expenses                                                                        (1,339)         1,168          1,357
                                                                                         ---------      ---------      ---------
      Net cash provided by operating activities                                             44,715         37,935         48,867
                                                                                         ---------      ---------      ---------

INVESTING ACTIVITIES:
 Purchases of property and equipment                                                       (53,703)       (74,238)       (42,067)
 Proceeds from sale or disposal of equipment                                                31,360         20,393         11,565
 Purchase of marketable equity securities                                                   (2,423)        (4,020)
 Acquisition of business-net of cash acquired                                                             (10,752)
 Other                                                                                          36            207            107
                                                                                         ---------      ---------      ---------

      Net cash used in investing activities                                                (24,730)       (68,410)       (30,395)

FINANCING ACTIVITIES:
 Borrowings under line of credit                                                           350,787        353,899        362,148
 Repayments under line of credit                                                          (353,656)      (351,030)      (371,224)
 Borrowings of long-term debt                                                                4,404          1,666          1,459
 Repayments of long-term debt                                                               (5,010)        (1,922)       (35,907)
 Proceeds from issuance of common stock                                                                                   54,538
 Other                                                                                          85            160            384
                                                                                         ---------      ---------      ---------

      Net cash (used in) provided by financing activities                                   (3,390)         2,773         11,398
                                                                                         ---------      ---------      ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                        16,595        (27,702)        29,870

CASH AND CASH EQUIVALENTS-Beginning of year                                                  3,064         30,766            896
                                                                                         ---------      ---------      ---------

CASH AND CASH EQUIVALENTS-End of year                                                    $  19,659      $   3,064      $  30,766
                                                                                         =========      =========      =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION-
 Cash paid during the year for:
  Interest                                                                                $  1,774       $  1,591       $  2,100
                                                                                          ========       ========       ========
  Income taxes                                                                            $    515       $  1,119       $  1,500
                                                                                          ========       ========       ========


See notes to consolidated financial statements
</TABLE>
                                      -33-
<PAGE>

P.A.M. TRANSPORTATION SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003, AND 2002
--------------------------------------------------------------------------------
1.  ACCOUNTING POLICIES

DESCRIPTION  OF  BUSINESS  AND PRINCIPLES OF CONSOLIDATION-P.A.M. Transportation
Services,  Inc.  (the  "Company"),  through  its  subsidiaries,  operates  as  a
truckload transportation and logistics company.

The  consolidated  financial  statements include the accounts of the Company and
its  wholly  owned  operating  subsidiaries:  P.A.M.  Transport,  Inc.,  P.A.M.
Dedicated  Services, Choctaw Express, Inc., Allen Freight Services, Inc., Decker
Transport, Inc., McNeill Express, Inc., T.T.X., Inc., Transcend Logistics, Inc.,
and  East  Coast  Transport and Logistics, LLC.  The following subsidiaries were
inactive  during  all  periods  presented:  P.A.M.  International,  Inc., P.A.M.
Logistics,  Inc.,  Choctaw  Brokerage,  Inc.,  P.A.M.  Canada,  Inc  and  S  & L
Transportation,  Inc.  All  significant  intercompany  accounts and transactions
have been eliminated.

USE  OF  ESTIMATES-The  preparation  of  financial statements in conformity with
United  States  generally  accepted accounting principles requires management to
make  estimates  and  assumptions that affect the reported amounts of assets and
liabilities,  disclosure  of  any  contingent  assets  and  liabilities  at  the
financial statement date and reported amounts of revenue and expenses during the
reporting  period.  The  Company  periodically  reviews  these  estimates  and
assumptions.  The  Company's  estimates  were based on its historical experience
and  various  other assumptions that the Company believes to be reasonable under
the circumstances. Actual results could differ from those estimates.

CASH  AND  CASH  EQUIVALENTS-The Company considers all highly liquid investments
with  a  maturity of three months or less when purchased to be cash equivalents.
ACCOUNTS  RECEIVABLE  OTHER-The  components of accounts receivable other consist
primarily  of  company  driver  advances,  owner operator advances and equipment
manufacturer  warranties.  Advances  receivable  from  company  drivers  as  of
December  31,  2004  and  2003,  were  approximately  $426,000  and  $489,000,
respectively.

ACCOUNTS  RECEIVABLE  ALLOWANCE-An allowance is provided for accounts receivable
based  on  historical  collection  rates  applied  to accounts receivable in the
aggregate  considering the number of days the receivables have been outstanding.
Additionally,  management  considers  any accounts individually known to exhibit
characteristics indicating a collection problem.

MARKETABLE  EQUITY SECURITIES-Marketable equity securities, which are classified
by  the  Company  as  available  for  sale,  are  carried  at  market value with
unrealized  gains  and  losses  recognized  in  accumulated  other comprehensive
income  in the statements of stockholders' equity. Realized gains and losses are
computed utilizing the specific identification method.

IMPAIRMENT  OF LONG-LIVED ASSETS-The  Company  reviews its long-lived assets for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying  amount  of  a long-lived asset  may  not be recoverable. An impairment
loss  would  be recognized if the carrying amount of the long-lived asset is not
recoverable,  and it exceeds its fair value. For long-lived assets classified as
held  and used, if the carrying value of the long-lived asset exceeds the sum of
the  future  net  cash  flows,  it  is  not  recoverable.  The  Company does not
separately  identify  assets  by  subsidiary,  as  tractors  and  trailers  are

                                      -34-
<PAGE>

routinely  transferred  from  one division to another.  As a result, none of the
Company's  long-lived  assets  have  identifiable  cash  flows from use that are
largely  independent  of  the  cash flows of other assets and liabilities. Thus,
the  asset  group  used  to  assess  impairment  would  include  all  assets and
liabilities of the Company.

PROPERTY  AND  EQUIPMENT-Property  and  equipment  is  recorded  at  cost,  less
accumulated  depreciation.  For  financial  reporting purposes, the cost of such
property  is  depreciated  principally  by  the  straight-line  method.  For tax
reporting purposes, accelerated depreciation or applicable cost recovery methods
are  used. Depreciation is recognized over the estimated asset life, considering
the  estimated  salvage  value  of  the  asset. Such salvage values are based on
estimates using expected market values for used equipment and the estimated time
of  disposal  which,  in  many  cases  include guaranteed residual values by the
manufacturers.  Gains  and  losses  are  reflected  in the year of disposal. The
following  is a table reflecting estimated ranges of asset useful lives by major
class of depreciable assets:

                   ASSET CLASS                ESTIMATED ASSET LIFE

              Service vehicles                    3-5 years
              Office furniture and equipment      3-7 years
              Revenue equipment                   3-10 years
              Structures and improvements         5-30 years

PREPAID  TIRES-Tires  purchased with revenue equipment are capitalized as a cost
of the related equipment. Replacement tires are included in prepaid expenses and
deposits  and  are  amortized  over  a  24-month  period.  Amounts  paid for the
recapping of tires are expensed when incurred.

ADVERTISING  EXPENSE-Advertising  costs  are  expensed  as  incurred and totaled
approximately  $1.1  million,  $.68 million and $.56 million for the years ended
December 31, 2004, 2003, and 2002, respectively.

REPAIRS AND MAINTENANCE-Repairs and maintenance costs are expensed as incurred.

GOODWILL-Goodwill was being amortized on a straight-line basis over 25 years for
years  prior  to  2002.  Effective  January  1,  2002,  the  Company adopted the
provisions  of Statement of Financial Accounting Standards No. 142, Goodwill and
Other  Intangible Assets, ("SFAS No. 142"), which requires the Company to assess
acquired  goodwill  for  impairment  at  least  annually  in  the  absence of an
indicator  of possible impairment, and immediately upon an indicator of possible
impairment.  The  Company  has  selected  December  31 for its annual impairment
testing and determined as of December 31, 2004 there was no impairment.

SELF  INSURANCE  LIABILITY-A  liability is recognized for known health, workers'
compensation,  cargo damage and property damage. An estimate of the incurred but
not  reported  claims  for  each  type  of liability is made based on historical
claims made, estimated frequency of occurrence, and considering changing factors
that contribute to the overall cost of insurance.

INCOME  TAXES-The  Company  applies  the  provisions  of  Statement of Financial
Accounting  Standards  No.  109,  Accounting  for Income Taxes ("SFAS No. 109").
Under  this  method, deferred tax liabilities and assets are determined based on
the difference between the financial reporting basis and the tax reporting basis
of assets and liabilities using enacted tax rates.

                                      -35-
<PAGE>

REVENUE  RECOGNITION  POLICY-Revenue  is  recognized  in full upon completion of
delivery  to  the  receiver's  location.  For freight in transit at the end of a
reporting  period,  the  Company  recognizes  revenue pro rata based on relative
transit  miles  completed as a portion of the estimated total transit miles with
estimated expenses recognized upon recognition of the related revenue.

COMPENSATION TO EMPLOYEES-Stock based compensation to employees is accounted for
based  on  the  intrinsic value method under Accounting Principles Board Opinion
No.  25,  Accounting  for  Stock Issued to Employees ("APB Opinion No. 25"), and
related  interpretations in accounting for those plans. Stock-based compensation
expense  has  been  recognized  for  variable  stock  options in accordance with
Interpretation  28  to  APB Opinion No. 25.  Stock-based compensation expense is
not  reflected  in  net  income  for  non-variable  stock options as all options
granted under those plans had an exercise price equal to the market value of the
underlying  common  stock  on  the  date  of the grant. During 2002, the Company
adopted the disclosure provisions of Statement of Financial Accounting Standards
No.  148, Accounting for Stock-Based Compensation--Transition and Disclosure, an
Amendment  of  FASB Statement No. 123 ("SFAS No. 148") as described below and in
Note 11.

The  Company  adopted  the  disclosure-only provisions of Statement of Financial
Accounting Standards No. 123, Accounting for Stock-Based Compensation ("SFAS No.
123"). The following table illustrates the effect on net income and earnings per
share  if  the Company had applied the fair value recognition provisions of SFAS
No. 123 to stock-based employee compensation:
<TABLE>
<CAPTION>
                                                                2004            2003            2002
                                                               (in thousands, except per share data)
<S>                                                         <C>             <C>             <C>
Net income-as reported                                       $  10,588       $  11,490       $  16,593
Add:  Stock-based employee compensation included in
 reported net income-net of related tax effects                                    (28)             76
Deduct total stock-based employee compensation
 expense determined under fair value based
 method for all awards-net of related tax effects                 (292)           (322)           (445)
                                                             ---------       ---------       ---------
Pro forma net income                                         $  10,296       $  11,140       $  16,224
                                                             =========       =========       =========
Earnings  per  share:
 Basic-as reported                                           $    0.94       $    1.02       $    1.56
 Basic-pro forma                                             $    0.91       $    0.99       $    1.52

 Diluted-as reported                                         $    0.94       $    1.01       $    1.55
 Diluted-pro forma                                           $    0.91       $    0.98       $    1.51

</TABLE>

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 during the periods above:

                                  2004               2003               2002

Dividend yield                     0%                 0%                 0%
Volatility range             35.37%-38.54%      37.34%-61.27%      35.00%-61.27%
Risk-free rate range          2.70%-4.38%        3.02%-4.38%        3.97%-6.01%
Expected life                  5 years             5 years            5 years
Fair value of options         $6.62-$9.45        $9.33-$9.45        $1.20-$9.45

                                      -36-
<PAGE>

EARNINGS  PER  SHARE-The  Company  computes  and  presents  earnings  per  share
("EPS")  in  accordance  with  Statement  of  Financial Accounting Standards No.
128,  Earnings  per  Share  ("SFAS  No.  128").  The  difference  between  the
Company's  weighted-average  shares outstanding and  diluted  shares outstanding
is  due  to the dilutive effect of stock options for all  periods presented. See
Note 12 for computation of diluted EPS.

BUSINESS  SEGMENT  AND CONCENTRATIONS OF CREDIT RISK-The Company operates in one
business  segment, motor carrier operations. The Company provides transportation
services  to  customers  throughout the United States and portions of Canada and
Mexico.  The  Company performs ongoing credit evaluations and generally does not
require  collateral  from  its  customers.  The  Company  maintains reserves for
potential  credit losses. In view of the concentration of the Company's revenues
and  accounts  receivable  among  a  limited  number  of  customers  within  the
automobile  industry,  the  financial health of this industry is a factor in the
Company's overall evaluation of accounts receivable.

RECENT  ACCOUNTING  PRONOUNCEMENTS-In  December  2003,  the Financial Accounting
Standards  Board  ("FASB") issued Interpretation No. 46 (revised December 2003),
Consolidation  of  Variable  Interest  Entities, an interpretation of Accounting
Research  Bulletin  No. 51, Consolidated Financial Statements ("FIN 46R"), which
replaced  FIN  46.  FIN  46R  clarifies  the  application of Accounting Research
Bulletin  No.  51  to certain entities in which equity investors do not have the
characteristics  of  a  controlling financial interest or do not have sufficient
equity  at  risk  for  the  entity  to finance its activities without additional
subordinated financial support. The Company was required to adopt the provisions
of  FIN 46R by the beginning of the first reporting period beginning after March
15, 2004. The Company does not believe that it has an interest in an entity that
is  subject  to  FIN  46R,  therefore,  the  adoption  of FIN 46R did not have a
material effect on the Company's consolidated financial statements.

In  March 2004, the FASB issued EITF 03-1, The Meaning  of  Other-Than-Temporary
Impairment  and  Its Application to Certain Investments ("EITF 03-1"). EITF 03-1
provides  new  guidance  for  assessing  impairment  losses  on  investments.
Additionally,  EITF  03-1  includes  new disclosure requirements for investments
that  are  deemed  to  be  other than temporarily impaired. The consensus by the
Emerging  Issues  Task  Force  ("EITF") is effective for periods beginning after
June 15, 2004; however, FASB Staff Position ("FSP") EITF Issue 3-1-1 has delayed
the  effective  date  of  paragraphs 10 through 20 until implementation guidance
within  proposed  FSP  EITF  Issue  03-1-a  has  been  finalized. Management has
determined  that  the impact of EITF 03-1 is not  material at December 31, 2004,
but  is  continuing  to  evaluate  the  possible  future impact on the Company's
financial position and results of operations.

In  December  2004,  the FASB issued Statement of Financial Accounting Standards
No.  123(R)  ,  Share-Based Payment, ("SFAS No. 123(R)") which replaces SFAS No.
123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25,
Accounting  for  Stock  Issued  to  Employees.    SFAS  No.  123(R)  requires
compensation costs relating to share-based payment transactions be recognized in
financial  statements.  The pro forma disclosure previously permitted under SFAS
No.  123  will no longer be an acceptable alternative to recognition of expenses
in the financial statements. SFAS No. 123(R) is effective as of the beginning of
the  first  interim  or annual reporting period that begins after June 15, 2005,
with early adoption encouraged.  Management is currently evaluating the possible
future impact on the Company's financial position and results of operations.

                                      -37-
<PAGE>

In  December  2004,  the FASB issued Statement of Financial Accounting Standards
No.  153  ,  Exchanges  of Nonmonetary Assets-an amendment to APB Opinion No. 29
("SFAS  No. 153"). This statement amends Accounting Principles Board Opinion No.
29  ("APB  No.  29")  to  eliminate  the  exception for nonmonetary exchanges of
similar productive assets and replaces it with a general exception for exchanges
of  nonmonetary  assets  that  do  not  have commercial substance. A nonmonetary
exchange  has  commercial  substance  if the future cash flows of the entity are
expected  to  change significantly as a result of the exchange.  SFAS No. 153 is
effective  for nonmonetary exchanges occurring in fiscal periods beginning after
June  15,  2005.  Adoption  of this statement is not expected to have a material
effect on the Company's consolidated financial statements.

RECLASSIFICATIONS-Certain  2003  and  2002  amounts  have  been  reclassified to
conform to the 2004 presentation.

2.  ACCOUNTS RECEIVABLE

The  Company's  receivables result primarily from the sale of transportation and
logistics  services.  The  Company  performs  ongoing  credit evaluations of its
customers  and  generally  does  not require collateral for accounts receivable.
Accounts  receivable  which  consist  of both billed and unbilled receivables is
presented  net  of  an  allowance  for  doubtful  accounts.  Accounts receivable
balances  consist  of the following components as of December 31, 2004 and 2003:

                                                     2004            2003
                                                        (in thousands)

    Billed                                       $  42,950       $  37,382
    Unbilled                                         5,744           9,572
    Allowance for doubtful accounts                   (768)           (834)
                                                 ---------       ---------
       Total accounts receivable-net             $  47,926       $  46,120
                                                 =========       =========

An  analysis  of  changes  in  the allowance for doubtful accounts for the years
ended December 31, 2004, 2003, and 2002 follows:

                                     2004           2003             2002
                                              (in thousands)

    Balance-beginning of year       $  834          $  716         $ 1,515
    Provision for bad debts            430             110           1,028
    Charge-offs                       (701)                         (1,827)
    Recoveries                         205               8
                                    ------          ------         -------
    Balance-end of year             $  768          $  834          $  716
                                    ======          ======         =======

The December 31, 2004 charge-offs include $205,000 that was written off in prior
periods  and  recovered during 2004.  However, the December 31, 2004 charge-offs
and  recoveries  do  not  include an amount representing an approximate $635,000
reduction  in  liability and bad debt expense resulting from the settlement of a
lawsuit (see Note 14).

                                      -38-
<PAGE>

3.  MARKETABLE EQUITY SECURITIES

The  Company accounts for its marketable securities in accordance with Statement
of Financial Accounting Standards No. 115, Accounting for Certain Investments in
Debt and Equity Securities ("SFAS No. 115").  SFAS No. 115 requires companies to
classify  their  investments  as  either  trading,  available-for-sale  or
held-to-maturity.  The  Company's  investments  in  marketable  securities  are
classified  as  available-for-sale and consist of equity securities.  Management
determines  the  appropriate  classification  of these securities at the time of
purchase  and  re-evaluates  such  designation  as  of  each balance sheet date.
During  2004  and  2003,  there were no sales or reclassifications of marketable
securities.  These  securities  are  carried  at fair value, with the unrealized
gains  and  losses,  net  of  tax,  included as a component of accumulated other
comprehensive  income  in  shareholders' equity.  The cost of securities sold is
based  on  the  specific  identification  method.  Interest  and  dividends  on
securities  classified  as  available-for-sale  are  included  in  non-operating
income.  Realized  gains  and  losses,  and  declines  in  value  judged  to  be
other-than-temporary  on  available-for-sale securities, if any, are included in
the  determination  of  net  income as gains (losses) on the sale of securities.

As of December 31, 2004, these equity securities had a combined original cost of
approximately  $6,336,000  and  a  combined  fair  market value of approximately
$8,792,000.  For  the  year  ended  December  31,  2004,  the  Company  had  net
unrealized  gains  in  market  value  of approximately $506,000, net of deferred
income  taxes.  These  securities  had  gross  unrealized gains of approximately
$2,498,000 and gross unrealized losses of approximately $44,000.  As of December
31,  2004,  the  total  unrealized  gain,  net  of  deferred  income  taxes,  in
accumulated other comprehensive income was approximately $1,452,000.

As of December 31, 2003, the Company's equity securities had a combined original
cost  of  approximately  $4,020,000  and  a  combined  fair  market  value  of
approximately $5,492,000.  For the year ended December 31, 2003, the Company had
net  unrealized gains in market value of approximately $946,000, net of deferred
income  taxes.  These  securities  had  gross  unrealized gains of approximately
$1,578,000  and gross unrealized losses of approximately $1,000.  As of December
31,  2003,  the  total  unrealized  gain,  net  of  deferred  income  taxes,  in
accumulated other comprehensive income was approximately $946,000.

                                      -39-
<PAGE>

4.  INTANGIBLE ASSETS

Goodwill  was  being  amortized on a straight-line basis over 25 years for years
prior  to 2002. Effective January 1, 2002, the Company adopted the provisions of
Statement  of  Financial  Accounting  Standards  No.  142,  Goodwill  and  Other
Intangible  Assets,  ("SFAS  No.  142"),  which  requires  the Company to assess
acquired  goodwill  for  impairment  at  least  annually  in  the  absence of an
indicator  of possible impairment, and immediately upon an indicator of possible
impairment.  The  Company completed an initial assessment in accordance with the
provisions  of  the  standard in second quarter 2002 using data as of January 1,
2002,  and determined there was no impairment as of the date of adoption of SFAS
No.  142. The annual assessment of impairment was completed on December 31, 2004
and the Company determined there was no impairment as of that date.  Goodwill at
December 31 is summarized as follows:

                                                    2004            2003
                                                       (in thousands)

     Goodwill, original cost                    $  17,477       $  17,477
     Accumulated amortization                      (2,064)         (2,064)
     Goodwill impairment
                                                ---------       ---------
     Goodwill-net                               $  15,413       $  15,413
                                                =========       =========

Non-compete  agreements  are  amortized  on  a  straight-line  basis  over  the
contractual term of the related agreement.  Amortization expense associated with
non-compete  agreements  was  approximately  $350,000,  $296,000 and $0, for the
years  ending  December  31,  2004,  2003  and  2002.  The Company's non-compete
agreements at December 31 are summarized as follows:

                                                    2004            2003
                                                       (in thousands)

     Non-compete agreements, original cost       $  1,300       $   1,300
     Accumulated amortization                        (646)           (296)
                                                ---------       ---------
     Non-compete agreements-net                  $    654       $   1,004
                                                =========       =========

Over  the  remaining  life  of  the non-compete agreements currently held by the
Company,  approximately  $238,000  of  amortization  expense  will be recognized
during  the  calendar  year  of  2005 and approximately $200,000 of amortization
expense will be recognized during each of the calendar years 2006 and 2007.

                                      -40-
<PAGE>

5.  ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities at December 31 are summarized as follows:

                                                         2004            2003
                                                            (in thousands)

     Payroll                                          $  1,364        $  2,805
     Accrued vacation                                    1,562           1,629
     Taxes-other than income                             2,251           1,798
     Interest                                              133             149
     Driver escrows                                        871             835
     Self-insurance claims reserves                      3,647           3,951
                                                      --------        --------
     Total accrued expenses and other liabilities     $  9,828        $ 11,167
                                                      ========        ========

6.  CLAIMS LIABILITIES

With respect to physical damage for tractors, cargo loss and auto liability, the
Company  maintains insurance coverage to protect it from certain business risks.
These  policies are with various carriers and have per occurrence deductibles of
$2,500, $10,000 and $2,500 respectively.  Since 2002, the Company has elected to
self insure itself for physical damage to trailers.  During 2003, and continuing
through  2004,  the  Company  changed  its  workers'  compensation  coverage  in
Arkansas,  Oklahoma,  Mississippi and Florida from a fully insured policy with a
$350,000  per  occurrence  deductible to become self insured with a $500,000 per
occurrence excess policy.  The Company continues to be self insured for workers'
compensation  in  the  State of Ohio with a $500,000 self insured retention with
excess  insurance.  The  Company has elected to opt out of workers' compensation
coverage  in  Texas  and  is  providing coverage through the P.A.M. Texas Injury
Plan.  The  Company has reserved for estimated losses to pay such claims as well
as  claims  incurred  but not yet reported.  The Company has not experienced any
adverse  trends  involving  differences  in  claims  experienced  versus  claims
estimates  for  workers'  compensation  claims.  Letters  of  credit aggregating
$4,279,000 are held by a bank as security for workers' compensation claims.  The
Company self insures for employee health claims with a stop loss of $150,000 per
covered  employee  per  year and estimates its liability for claims incurred but
not reported.

                                      -41-
<PAGE>

7.  LONG-TERM DEBT

Long-term debt at December 31, consists of the following:

                                                           2004          2003
                                                             (in thousands)

Equipment financings (1)                               $       -      $      94
Line of credit with a bank-due May 31, 2006, and
  collateralized by accounts receivable (2)                    -          2,868
Line of credit with a bank-due November 30, 2006, and
  collateralized by revenue equipment (3)                 20,000         20,000
Note payable (4)                                           3,866          4,486
Other (5)                                                  1,439          1,331
                                                       ---------      ---------
     Total long-term debt                                 25,305         28,779
Less current maturities                                   (2,080)        (2,039)
                                                       ---------      ---------
Long-term debt-net of current maturities               $  23,225      $  26,740
                                                       =========      =========

(1)  Equipment  financings  consisted  of  installment  obligations  for revenue
     equipment  and service vehicles, payable in various monthly installments of
     $47,748 through February 2004.

(2)  Line  of  credit  agreement  with a bank provides for maximum borrowings of
     $20.0  million  and  contains  certain  restrictive  covenants that must be
     maintained  by  the Company on a consolidated basis. Borrowings on the line
     of credit are at an interest rate of LIBOR as of the first day of the month
     plus  1.40%  (3.48%  at  December 31, 2004). As of December 31, 2004, there
     were  no outstanding borrowings under the agreement. Under the terms of the
     agreement  the  Company  must  have  (a) positive net income, (b) a debt to
     equity  ratio  of no more than 4:1, (c) a debt service coverage ratio of at
     least  1:1,  and (d) maintain a tangible net worth of at least $40 million.
     The  Company  was  in  compliance  with  all provisions of the agreement at
     December 31, 2004.

(3)  Line  of  credit  agreement  with a bank provides for maximum borrowings of
     $30.0  million  and  contains  certain  restrictive  covenants that must be
     maintained  by  the Company on a consolidated basis. Borrowings on the line
     of  credit  are  at  an  interest  rate  of LIBOR as of the last day of the
     previous  month plus 1.15% (3.69% at December 31, 2004). Under the terms of
     the  agreement  the Company must have (a) positive net income, (b) a funded
     debt  to  EBITDA  ratio of less than 3:1, (c) a leverage ratio of less than
     3:1,  and  (d)  maintain  a  tangible  net  worth  of  at least $42 million
     increased by (1) 50% of cumulative quarterly net income and (2) proceeds of
     any  public  stock  offering.  The  Company  was  in  compliance  with  all
     provisions of the agreement at December 31, 2004.

(4)  6.0%  note  to  the  former owner of an acquired entity, payable in monthly
     installments of $72,672 through March 2010.

(5)  Various notes at December 31, 2004, payable in monthly installments through
     December  2007.

The  Company  has  provided  letters  of  credit  to  third  parties  totaling
approximately  $8,673,000  at  December  31, 2004. The letters are held by these
third  parties  to  assist  such parties in collection of any amounts due by the
Company should the Company default in its commitments to the parties.

                                      -42-
<PAGE>

Scheduled  annual maturities on long-term debt outstanding at December 31, 2004,
are:
                               (in thousands)

     2005                         $   2,080
     2006                            20,707
     2007                               750
     2008                               787
     2009 and thereafter                981
                                 ----------
          Total                   $  25,305
                                 ==========

8.  CAPITAL STOCK

The  Company's  authorized capital stock consists of 40,000,000 shares of common
stock,  par  value $.01 per share, and 10,000,000 shares of preferred stock, par
value $.01 per share. At December 31, 2004,  there were 11,303,207 shares of our
common stock and no shares of our preferred stock issued and outstanding.

Common Stock

The holders of our common stock, subject to such rights as may be granted to any
preferred  stockholders,  elect  all  directors and are entitled to one vote per
share.  All  shares of common stock participate equally in dividends when and as
declared  by the Board of Directors and in net assets on liquidation. The shares
of  common  stock  have  no  preference,  conversion,  exchange,  preemptive  or
cumulative voting rights.

Preferred Stock

Preferred  stock  may  be  issued  from  time to time by our Board of Directors,
without  stockholder  approval,  in  such  series  and  with  such  preferences,
conversion  or  other  rights,  voting  powers,  restrictions, limitations as to
dividends,  qualifications  or other provisions, as may be fixed by the Board of
Directors  in  the  resolution  authorizing  their  issuance.  The  issuance  of
preferred  stock  by the Board of Directors could adversely affect the rights of
holders  of shares of common stock; for example, the issuance of preferred stock
could  result  in  a  class  of  securities  outstanding that would have certain
preferences  with respect to dividends and in liquidation over the common stock,
and  that  could result in a dilution of the voting rights, net income per share
and  net  book  value  of  the common stock. As of December 31, 2004, we have no
agreements  or understandings for the issuance of any shares of preferred stock.

9.  SIGNIFICANT CUSTOMERS AND INDUSTRY CONCENTRATION

In  2004,  2003,  and 2002, one customer, who is in the automobile manufacturing
industry, accounted for 44%, 46%, and 56% of revenues, respectively. The Company
also  provides  transportation services to other manufacturers who are suppliers
for  automobile  manufacturers  including  suppliers  for  the Company's largest
customer.  As  a  result,  concentration  of  the  Company's business within the
automobile  industry  is  significant. Of the Company's revenues for 2004, 2003,
and  2002,  56%,  58%,  and  68%, respectively, were derived from transportation
services  provided to the automobile manufacturing industry. Accounts receivable
from  the largest customer totaled  approximately $26,250,000 and $28,100,000 at
December 31, 2004 and 2003, respectively.

                                      -43-
<PAGE>

10.  FEDERAL AND STATE INCOME TAXES

Under  SFAS  No.  109,  deferred  income  taxes  reflect  the net tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial  reporting  purposes  and  for  income  tax  reporting  purposes.
Significant  components  of the Company's deferred tax liabilities and assets at
December 31 are as follows:
<TABLE>
<CAPTION>
                                               2004                              2003
                                      ------------------------         ------------------------
                                                            (in thousands)
                                       CURRENT       LONG-TERM          CURRENT       LONG-TERM
<S>                                  <C>           <C>                <C>           <C>
Deferred tax liabilities:
  Property and equipment              $      -      $   51,152         $      -      $   48,671
  Unrealized gains on securities         1,002                              631
  Prepaid expenses                       7,562              25            3,208              19
                                      --------      ----------         --------      ----------
    Total deferred tax liabilities       8,564          51,177            3,839          48,690

Deferred tax assets:
  Alternative minimum tax credit                         1,782                            1,783
  Allowance for doubtful accounts          292                              298
  Compensated absences                     451                              618
  Self-insurance allowances                469                            1,082
  Hedging derivative                       190             208              285             521
  Accrued compensation                                                      156
  Non-competition agreement                                518                              474
  Net operating loss carryovers                          3,237                            2,156
  Other                                                     57               70              48
                                      --------      ----------         --------      ----------
Total deferred tax assets                1,402           5,802            2,509           4,982
                                      --------      ----------         --------      ----------
Net deferred tax asset (liability)    $ (7,162)     $  (45,375)        $ (1,330)     $  (43,708)
                                      ========      ==========         ========      ==========
</TABLE>

The  reconciliation  between  the  effective  income  tax rate and the statutory
Federal  income  tax  rate  is  for  year ended December 31, 2004, 2003 and 2002
presented in the following table:
<TABLE>
<CAPTION>
                                      2004                       2003                      2002
                               -------------------       -------------------       -------------------
                                                            (in thousands)
                                 AMOUNT    PERCENT         AMOUNT    PERCENT         AMOUNT    PERCENT
<S>                           <C>         <C>           <C>         <C>           <C>         <C>
Income tax at the statutory
  Federal rate of 34%          $  6,083     34.0%        $  6,560     34.0%        $  9,403     34.0%
Nondeductible expenses              484      2.7              548      2.8              401      1.5
State income taxes-net of
  federal benefit                   737      4.1              697      3.6            1,552      5.6
Other                                 -        -                -        -             (294)    (1.1)
                               --------     ----         --------     ----         --------     ----
Total income taxes             $  7,304     40.8%        $  7,805     40.4%        $ 11,062     40.0%
                               ========     ====         ========     ====         ========     ====
</TABLE>

                                      -44-
<PAGE>

The provision for income taxes consisted of the following:

                           2004          2003          2002
                                   (in thousands)
     CURRENT:
     Federal            $      -      $    282      $    975
     State                   479           348           743
                        --------      --------      --------
                             479           630         1,718
                        --------      --------      --------
     DEFERRED:
     Federal               6,076         6,180         8,527
     State                   749           995           817
                        --------      --------      --------
                           6,825         7,175         9,344
                        --------      --------      --------
                        $  7,304      $  7,805      $ 11,062
                        ========      ========      ========

The Company has alternative minimum tax credits of approximately $1.8 million at
December  31,  2004,  which  have  no  expiration date under the current federal
income tax laws. The Company also has a net operating loss carryover for federal
income  purposes of approximately $8.5 million which will begin to expire in the
year 2024.

11.  STOCK OPTION PLANS

The  Company  maintains  an incentive stock option plan and a nonqualified stock
option  plan  for  the issuance of options to directors, officers, key employees
and  others.  The option price under these plans is the fair market value of the
stock  at  the date the options were granted, ranging from $8.25 to $23.22 as of
December  31,  2004.  At  December  31,  2004, approximately 278,000 shares were
available for granting future options.

Outstanding  incentive  stock  options  at  December 31, 2004, must be exercised
within six years from the date of grant and vest in increments of 20% each year.
Outstanding  nonqualified  stock options at December 31, 2004, must be exercised
within  five  to  eight years. Certain nonqualified options may not be exercised
within one year of the date of grant.

In  August 2002, PAM granted performance-based variable stock options to certain
key executives. For these awards, the exercise price was fixed at the grant date
and  was equal to the fair market value of the stock on that date. The number of
shares  earned  will  not  be  known  until the date the performance criteria is
measured.  Compensation  cost is estimated at each reporting date with the final
measurement date on the date each performance criteria is measured. Vesting will
be  measured  on  an  accelerated vesting schedule.  No compensation expense was
recognized  in  2004  or  2003  under these arrangements in that the performance
criteria  was  not  met.  Compensation  expense  of  approximately $127,000  was
recognized in 2002 related to these options.

                                      -45-
<PAGE>

Transactions in stock options under these plans are summarized as follows:

                                                  SHARES         WEIGHTED
                                                   UNDER         AVERAGE
                                                  OPTION      EXERCISE PRICE

     Outstanding-January 1, 2002:                105,000        $  9.50
      Granted                                    320,500          23.03
      Exercised                                  (39,000)          9.84
                                                 -------

     Outstanding-December 31, 2002:              386,500        $ 20.69
      Granted                                     14,000          22.68
      Exercised                                  (12,000)          9.88
      Canceled                                   (40,000)         23.22
                                                 -------

     Outstanding-December 31, 2003:              348,500        $ 20.85
      Granted                                     14,000          16.99
      Exercised                                   (9,000)          9.39
      Canceled                                   (40,000)         23.22
                                                 -------

     Outstanding-December 31, 2004               313,500        $ 20.70
                                                 =======

     Options Exercisable-December 31, 2004       148,500
                                                 =======

The following is a summary of stock options outstanding as of December 31, 2004:

                                    WEIGHTED
                       OPTION        AVERAGE
       OPTIONS        EXERCISE      REMAINING       OPTIONS
     OUTSTANDING        PRICE         YEARS       EXERCISABLE

        30,000        $  9.25          0.5          30,000
         3,000        $ 10.25          0.5           3,000
         4,000        $  9.13          1.2           4,000
         8,000        $  8.25          2.2           8,000
         8,000        $ 20.79          3.2           8,000
       220,000        $ 23.22          7.8          60,000
        12,500        $ 19.88          3.8           7,500
        14,000        $ 22.68          4.2          14,000
        14,000        $ 16.99          5.2          14,000
       -------                                     -------

       313,500                                     148,500
       =======                                     =======


                                      -46-
<PAGE>

12.  EARNINGS PER SHARE

The  Company  applies  SFAS  No.  128  for computing and presenting earnings per
share.  Basic  earnings per common share were computed by dividing net income by
the  weighted  average  number  of shares outstanding during the period. Diluted
earnings per common share were calculated as follows:
<TABLE>
<CAPTION>
                                              FOR THE YEAR ENDED DECEMBER 31, 2004
                                              (in thousands, except per share date)
                                              ------------------------------------
                                                 NET                     PER SHARE
                                               INCOME        SHARES       AMOUNT
<S>                                          <C>            <C>           <C>
Basic earnings per share data                 $ 10,588       11,298        $   .94
Effect of dilutive securities-stock options                      26
                                              --------       ------        -------
Diluted earnings per share data               $ 10,588       11,324        $   .94
                                              ========       ======        =======
</TABLE>
<TABLE>
<CAPTION>
                                              FOR THE YEAR ENDED DECEMBER 31, 2003
                                              (in thousands, except per share date)
                                              ------------------------------------
                                                 NET                     PER SHARE
                                               INCOME        SHARES       AMOUNT
<S>                                          <C>            <C>           <C>
Basic earnings per share data                 $ 11,490       11,291        $  1.02
Effect of dilutive securities-stock options                      35
                                              --------       ------        -------
Diluted earnings per share data               $ 11,490       11,326        $  1.01
                                              ========       ======        =======
</TABLE>
<TABLE>
<CAPTION>
                                              FOR THE YEAR ENDED DECEMBER 31, 2002
                                              (in thousands, except per share date)
                                              ------------------------------------
                                                 NET                     PER SHARE
                                               INCOME        SHARES       AMOUNT
<S>                                          <C>            <C>           <C>
Basic earnings per share data                 $ 16,593       10,669        $  1.56
Effect of dilutive securities-stock options                      46
                                              --------       ------        -------
Diluted earnings per share data               $ 16,593       10,715        $  1.55
                                              ========       ======        =======
</TABLE>

Options  to  purchase  254,500, 274,000, and 300,000 shares of common stock were
outstanding  as of December 31, 2004, 2003, and 2002, respectively, but were not
included  in the computation of diluted EPS because the option price was greater
than the average market price of the common shares.

13.  PROFIT SHARING PLAN

The  Company  sponsors  a  profit  sharing  plan for the benefit of all eligible
employees.  The plan qualifies under Section 401(k) of the Internal Revenue Code
thereby  allowing eligible employees to make tax-deductible contributions to the
plan.  The  plan  provides  for  employer  matching contributions of 50% of each
participant's voluntary contribution up to 3% of the participant's compensation.
Total  employer  matching  contributions  to  the  plan  totaled  approximately
$280,000, $270,000 and $250,000 in 2004, 2003 and 2002, respectively.

                                      -47-
<PAGE>

14.  COMMITMENTS AND CONTINGENCIES

During  2004,  a suit which was originally filed on October 10, 2002 against one
of  the  Company's subsidiaries was settled in the amount of $25,000.  The suit,
which  was  filed  in  the  United  States  Bankruptcy Court for the District of
Delaware, alleged preferential transfers of $660,055 were made to the defendant,
Allen  Freight  Services  Co., within the 90 day period preceding the bankruptcy
petition  date  of  Bill's  Dollar  Stores,  Inc.  The  Company  had  originally
established a liability for the entire potential loss of $660,055; however, as a
result  of a settlement in the amount of $25,000 approximately $635,000 has been
removed  as  a  liability  on the Company's financial statements and the related
expense originally recorded as a bad debt expense has been reduced.

As to other matters, the Company is not a party to any pending legal proceedings
which management believes to be material to the financial position or results of
operations  of  the  Company.  The Company maintains liability insurance against
risks arising out of the normal course of its business.

Associated  with  the  purchase of East Coast Transport, Inc. (see Note 18), the
Company entered into a five year consulting agreement with the previous owner of
East  Coast,  whereby  such individual will serve as the president of East Coast
and  will  be compensated based on a percentage of East Coast revenue along with
eligibility for a yearly bonus subject to certain events.

The  Company  leases  certain  premises  under  noncancelable  operating  lease
agreements.  Future  minimum  annual  lease  payments  under these leases are as
follows:

     2005                        $   465,659
     2006                            283,965
     2007                            288,965
     2008                            205,611
     2009 and thereafter              75,761
                                 -----------
     Total                       $ 1,319,961
                                 ===========

Total rental expense, net of amounts reimbursed for the years ended December 31,
2004,  2003  and  2002  was  approximately  $1,304,000,  $964,000, and $809,000,
respectively.

15.  FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement  of  Financial  Accounting  Standards  No. 107 , Disclosure About Fair
Value  of  Financial  Instruments,  ("SFAS No. 107") requires disclosure of fair
value  information about financial instruments, whether or not recognized in the
balance sheet, for which it is practicable to estimate that value. The estimated
fair  value  amounts  have been determined by the Company using available market
information  and  appropriate  valuation  methodologies.  However,  considerable
judgment  is  necessarily  required  to  interpret  market  data  to develop the
estimates  of  fair  value.  Accordingly, the estimates presented herein are not
necessarily  indicative  of  the  amounts the Company could realize in a current
market  exchange.  The  use  of  different  market assumptions and/or estimation
methodologies  may  have  a material effect on the estimated fair value amounts.

The  following  methods  and  assumptions were used by the Company in estimating
fair  value  disclosures  for  financial  instruments:

     For cash and cash equivalents, accounts receivable, trade accounts payable,
     and  accrued expenses, the carrying amount is a reasonable estimate of fair
     value  as the assets are readily redeemable or short-term in nature and the


                                      -48-
<PAGE>

     liabilities  are  short-term  in  nature.  Marketable equity securities are
     carried at their fair value.

     For  long-term  debt  other  than  the  line of credit, the fair values are
     estimated  using  discounted  cash  flow  analyses,  based on the Company's
     current  incremental  borrowing  rates  for  similar  types  of  borrowing
     arrangements.  The  carrying value of this other long-term debt at December
     31,  2004  and  2003,  respectively, is $5,304,000 and $5,911,000. The fair
     value  of  long-term  debt  is estimated to be $5,559,000 and $6,436,000 at
     December 31, 2004 and 2003.

     The  carrying amount for the line of credit approximates fair value because
     the line of credit interest rates are adjusted frequently.

     The  carrying value of all hedging financial instruments approximates their
     fair value and is the amount at which the hedges could be settled, based on
     estimates  determined  by dealers. Hedging liabilities total $1,008,000 and
     $2,054,000 at December 31, 2004 and 2003, respectively.

16.  DERIVATIVES AND HEDGING ACTIVITIES

Effective  February  28,  2001,  the  Company entered into an interest rate swap
agreement on a notional amount of $15,000,000. The pay fixed rate under the swap
is 5.08%, while the receive floating rate is "1-month" LIBOR. This interest rate
swap  agreement terminates on March 2, 2006. Effective May 31, 2001, the Company
entered into an interest rate swap agreement on a notional amount of $5,000,000.
The  pay  fixed rate under the swap is 4.83%, while the receive floating rate is
"1-month" LIBOR. This interest rate swap agreement terminates on June 2, 2006.

The  Company designates both of these interest rate swaps as cash flow hedges of
its  exposure  to  variability  in  future  cash  flows  resulting from interest
payments  indexed  to  "1-month"  LIBOR.  Changes  in future cash flows from the
interest  rate  swaps will offset changes in interest rate payments on the first
$20,000,000  of  the  Company's  current  revolving  credit  facility  or future
"1-month"  LIBOR  based  borrowings  that  reset on the last London Business Day
prior  to  the  start  of the next interest period. The hedge locks the interest
rate  at  5.08%  or  4.83%  plus  the  pricing  spread (currently 1.15%) for the
notional amounts of $15,000,000 and $5,000,000, respectively.

These interest rate swap agreements meet the specific hedge accounting criteria.
The  measurement  of  hedge  effectiveness  is  based  upon  a comparison of the
floating-rate  leg  of  the  swap and the hedged floating-rate cash flows on the
underlying  liability.  The effective portion of the cumulative gain or loss has
been  reported  as  a  component  of  accumulated  other comprehensive income in
shareholders'  equity  and will be reclassified into current earnings by June 2,
2006, the latest termination date for all current swap agreements. The beginning
balance  of  the  net  after  tax  deferred  hedging  loss  in accumulated other
comprehensive income ("AOCI") related to these swap agreements was approximately
$782,000  and  the  ending  balance  as  of  December 31, 2004 was approximately
$301,000.  The  change  in  AOCI  related  to  these  swap agreements during the
current  year  was approximately $481,000.  There were no reclassifications into
earnings  during  2004.  Ineffectiveness  related  to  these  hedges  was  not
significant.

In  August  2000  and  July  2001, the Company entered into agreements to obtain
price  protection  and  reduce  a  portion  of  our  exposure  to  fuel  price
fluctuations.  Under  these  agreements,  we  were obligated to purchase minimum
amounts of diesel fuel per month, with a price protection component, for the six
month  periods  ended March 31, 2001 and February 28, 2002.  The agreements also
provide that if during the 48 months commencing April 2001, the price of heating
oil  on  the  New  York  Mercantile  Exchange  ("NY MX HO") falls below $.58 per
gallon,  we  are  obligated  to  pay,  for  a maximum of twelve different months
selected  by  the  contract  holder  during such 48-month period, the difference
between  $.58  per  gallon  and  NY  MX  HO average price, multiplied by 900,000
gallons.  Accordingly,  in  any  month in which the holder exercises such right,

                                      -49-
<PAGE>

we  would  be  obligated  to  pay  the holder $9,000 for each cent by which $.58
exceeds  the  average  NY  MX HO price for that month. For example, the NY MX HO
average  price  during  February  2002 was approximately $.54, and if the holder
were  to  exercise  its  payment  right, we would be obligated to pay the holder
approximately  $36,000.  In  addition,  if  during any month in the twelve-month
period  commencing  January 2005, the average NY MX HO is below $.58 per gallon,
we  will be obligated to pay the contract holder the difference between $.58 and
the  average  NY  MX  HO  price for such month, multiplied by 1,000,000 gallons.
During  December  2004, the average NY MX HO price was $1.28. The estimated fair
value  of  the  agreements are periodically adjusted and as of December 31, 2004
the  estimated  fair value of $500,000 is included in accrued liabilities in the
accompanying  consolidated  financial  statements.  For  the twelve-month period
ended  December  31,  2004  an  adjustment  of  $250,000 was made to reflect the
decline  in  fair  value  of  the  agreements  which  had the effect of reducing
operating supplies expense and other current liabilities each by $250,000 in the
accompanying  consolidated  financial  statements.  For  the twelve-month period
ended  December  31, 2003 an adjustment was not necessary and the carrying value
in accrued liabilities was $750,000.

17.  RELATED PARTY TRANSACTIONS

In  the  normal  course  of  business,  the  Company  provides  and  receives
transportation, repair and other services for and from companies affiliated with
a major stockholder, and recognized $269,553, $195,595 and $354,241 in operating
revenue and $1,234,267, $1,194,283 and $1,103,062 in operating expenses in 2004,
2003,  and 2002, respectively.  In addition the Company purchased auto liability
and physical damage insurance through an unaffiliated insurance broker which was
underwritten  by  an  insurance  company  affiliated  with  a major stockholder.
Annual  premiums were $11,349,438, $10,316,874 and $8,144,405 for 2004, 2003 and
2002,  respectively.  At December 31, 2004 $294,610 was owed to the Company from
these  affiliates.  Of  these  accounts  receivable  $286,945 represents revenue
resulting from maintenance performed in the Company's maintenance facilities and
maintenance  charges  paid  by  the  Company to third parties on behalf of their
affiliate  and  charged  back  at  the amount paid and $7,665 represents freight
revenue.  Amounts  payable  to  affiliates  at  December  31,  2004 and 2003 was
$179,814 and $1,401,759, respectively.

18.  ACQUISITIONS

On January 31, 2003, P.A.M. Transportation Services, Inc. acquired substantially
all  of  the  assets of East Coast Transport, Inc. a freight brokerage operation
based  in  New  Jersey.  The  results  of  East  Coast Transport, Inc. have been
included in the consolidated financial statements since that date. In accordance
with Statement of Financial Accounting Standards No. 141, Business Combinations,
("SFAS  No. 141") the acquisition was accounted for under the purchase method of
accounting.  The Company paid cash of approximately $1.9 million, entered into a
seven  year  installment  note in the amount of approximately $5.0 million at an
interest  rate  of  6%,  and  entered into a non-compete agreement requiring the
payment  of  $1.0  million over a five year period.  Goodwill resulting from the
transaction totaled approximately $6.9 million.

On  April  3,  2003, P.A.M. Transportation Services, Inc. acquired substantially
all  of  the  assets  of  McNeill  Trucking, Inc. a truckload motor carrier. The
results  of  McNeill  Trucking,  Inc.  have  been  included  in the consolidated
financial  statements  since  that  date.  In  accordance with SFAS No. 141, the
acquisition  was  accounted  for  under  the  purchase method of accounting. The
Company  paid  cash  of  approximately  $8.8  million and assumed liabilities of
approximately  $70,000,  and  entered into a non-compete agreement requiring the
payment  of  $300,000  over  a  two  year  period.  Goodwill  resulting from the
transaction totaled approximately $370,000.

                                      -50-
<PAGE>

The following unaudited pro forma information is being provided for the business
acquisitions  made during the year ended December 31, 2003 as though the Company
made the acquisitions at the beginning of the year ended December 31:

                                              2003           2002
                                             (in thousands, except
                                               earnings per share)
                                                   (unaudited)
     Operating income                       $ 20,869       $ 32,160
     Income before income taxes               19,444         29,790
     Net income                               11,578         18,521

     Basic earnings per share               $   1.03       $   1.74
     Diluted earnings per share             $   1.02       $   1.73

19.  QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The tables below present quarterly financial information for 2004 and 2003:
<TABLE>
<CAPTION>
                                                              2004
                                                       THREE MONTHS ENDED
                                     MARCH 31        JUNE 30    SEPTEMBER 30   DECEMBER 31
                                     -----------------------------------------------------
                                              (in thousands, except per share data)
<S>                                 <C>            <C>            <C>            <C>
Operating revenues (1)               $ 80,120       $ 82,284       $ 79,080       $ 83,582
Operating expenses (1)                 76,322         75,734         73,491         80,333
                                     --------       --------       --------       --------

Operating income                        3,798          6,550          5,589          3,249
Non-operating income                       93             62            161            148
Interest expense                          443            411            466            438
Income taxes                            1,417          2,554          2,136          1,197
                                     --------       --------       --------       --------
Net income                           $  2,031       $  3,647       $  3,148       $  1,762
                                     ========       ========       ========       ========
Net income per common share:
  Basic                              $   0.18       $   0.32       $   0.28       $   0.16
                                     ========       ========       ========       ========
  Diluted                            $   0.18       $   0.32       $   0.28       $   0.16
                                     ========       ========       ========       ========
Average common shares outstanding:
  Basic                                11,295         11,296         11,298         11,301
                                     ========       ========       ========       ========
  Diluted                              11,321         11,322         11,324         11,327
                                     ========       ========       ========       ========
</TABLE>
(1)  In  order to conform to industry practice, during 2004 the Company began to
classify  fuel  surcharges  charged  to  customers  as  revenue rather than as a
reduction of operating supplies expense.  This reclassification has no effect on
net  operating  income,  net income or earnings per share.  The Company has made
corresponding reclassifications to comparative periods shown.


                                      -51-
<PAGE>

<TABLE>
<CAPTION>
                                                              2003
                                                       THREE MONTHS ENDED
                                     MARCH 31        JUNE 30    SEPTEMBER 30   DECEMBER 31
                                     -----------------------------------------------------
                                              (in thousands, except per share data)
<S>                                 <C>            <C>            <C>            <C>
Operating revenues (1)               $ 72,442       $ 77,137       $ 75,515       $ 75,944
Operating expenses (1)                 67,488         70,077         70,198         72,589
                                     --------       --------       --------       --------

Operating income                        4,954          7,060          5,317          3,355
Non-operating income                       10             59             70            137
Interest expense                          268            485            445            469
Income taxes                            1,878          2,587          1,977          1,363
                                     --------       --------       --------       --------
Net income                           $  2,818       $  4,047       $  2,965       $  1,660
                                     ========       ========       ========       ========
Net income per common share:
  Basic                              $   0.25       $   0.36       $   0.26       $   0.15
                                     ========       ========       ========       ========
  Diluted                            $   0.25       $   0.36       $   0.26       $   0.14
                                     ========       ========       ========       ========
Average common shares outstanding:
  Basic                                11,287         11,290         11,293         11,291
                                     ========       ========       ========       ========
  Diluted                              11,338         11,332         11,327         11,326
                                     ========       ========       ========       ========
</TABLE>
(1)  In  order to conform to industry practice, during 2004 the Company began to
classify  fuel  surcharges  charged  to  customers  as  revenue rather than as a
reduction of operating supplies expense.  This reclassification has no effect on
net  operating  income,  net income or earnings per share.  The Company has made
corresponding reclassifications to comparative periods shown.


                                      -52-
<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES

Under  the  supervision  and with the participation of our management, including
our principal executive officer and principal financial officer, we conducted an
evaluation  of  our  disclosure controls and procedures, as such term is defined
under  Rule  13a-15(e) promulgated under the Exchange Act, as amended.  Based on
this  evaluation,  our  principal  executive officer and our principal financial
officer  concluded  that our disclosure controls and procedures are effective as
of the end of the period covered by this Annual Report.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control  over financial reporting, as such term is defined in Exchange Act Rules
13a-15(f).  Under  the supervision and with the participation of our management,
including  our  principal  executive officer and principal financial officer, we
conducted  an  evaluation of the effectiveness of the Company's internal control
over financial reporting based on the framework in Internal Control - Integrated
Framework  issued  by  the Committee of Sponsoring Organizations of the Treadway
Commission.  Based  on  our  evaluation  under the framework in Internal Control
-Integrated  Framework,  our management concluded that our internal control over
financial reporting is effective as of December 31, 2004.

Our  management's  assessment  of the effectiveness of our internal control over
financial  reporting  as  of  December  31,  2004 has been audited by Deloitte &
Touche, LLP, an independent registered public accounting firm, who has issued an
attestation  report  on managements assessment of the Company's internal control
over financial reporting, as stated in their report which is included below.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There  were  no  changes  in  the  Company's  internal  controls  over financial
reporting  that  occurred  during the quarter ended December 31, 2004, that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
P.A.M. Transportation Services, Inc. and Subsidiaries

We  have  audited  management's  assessment,  included  in  the  accompanying
Management's  Report  on  Internal Control Over Financial Reporting, that P.A.M.
Transportation  Services,  Inc.  and  Subsidiaries  (the  "Company")  maintained
effective  internal  control  over  financial reporting as of December 31, 2004,
based  on  the  criteria  established  in  Internal Control-Integrated Framework
issued  by the Committee of Sponsoring Organizations of the Treadway Commission.
The  Company's  management  is  responsible  for  maintaining effective internal
control  over financial reporting and for its assessment of the effectiveness of
internal  control over financial reporting.  Our responsibility is to express an
opinion  on  management's  assessment and an opinion on the effectiveness of the
Company's internal control over financial reporting based on our audit.

We  conducted  our  audit in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we

                                      -53-
<PAGE>

plan  and  perform  the  audit  to  obtain  reasonable  assurance  about whether
effective  internal  control  over  financial  reporting  was  maintained in all
material  respects.  Our  audit  included obtaining an understanding of internal
control  over  financial  reporting, evaluating management's assessment, testing
and  evaluating  the design and operating effectiveness of internal control, and
performing  such  other  procedures  as  we  considered  necessary  in  the
circumstances.  We  believe  that  our audit provides a reasonable basis for our
opinions.

A  company's internal control over financial reporting is a process designed by,
or  under  the  supervision  of, the company's principal executive and principal
financial officers, or persons performing similar functions, and effected by the
company's  board  of  directors,  management,  and  other  personnel  to provide
reasonable  assurance  regarding  the reliability of financial reporting and the
preparation  of  financial  statements  for external purposes in accordance with
generally  accepted  accounting  principles.  A  company's internal control over
financial  reporting  includes those policies and procedures that (1) pertain to
the  maintenance  of  records  that, in reasonable detail, accurately and fairly
reflect  the  transactions  and  dispositions  of the assets of the company; (2)
provide  reasonable  assurance  that  transactions  are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting  principles,  and  that  receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection  of  unauthorized  acquisition,  use,  or disposition of the company's
assets that could have a material effect on the financial statements.

Because  of  the  inherent  limitations  of  internal  control  over  financial
reporting,  including  the  possibility  of  collusion  or  improper  management
override  of  controls,  material misstatements due to error or fraud may not be
prevented or detected on a timely basis.  Also, projections of any evaluation of
the  effectiveness  of  the  internal control over financial reporting to future
periods  are subject to the risk that the controls may become inadequate because
of  changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

In  our  opinion,  management's assessment that the Company maintained effective
internal  control  over  financial  reporting as of December 31, 2004, is fairly
stated,  in all material respects, based on the criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission.  Also in our opinion, the Company maintained, in all
material  respects,  effective  internal  control over financial reporting as of
December  31,  2004,  based  on  the  criteria  established  in  Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission.

We  have  also  audited,  in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States),  the  consolidated  financial
statements as of and for the year ended December 31, 2004 of the Company and our
report  dated  March 8, 2005 expressed an unqualified opinion on those financial
statements.

/s/  DELOITTE & TOUCHE LLP
Little Rock, Arkansas
March 8, 2005


ITEM 9B.  OTHER INFORMATION.

None.

                                      -54-
<PAGE>

                                    PART III

Portions  of  the information required by Part III of Form 10-K are, pursuant to
General  Instruction  G  (3)  of  Form  10-K, incorporated by reference from our
definitive proxy statement to be filed pursuant to Regulation 14A for our Annual
Meeting of Stockholders to be held on May 26, 2005.  We will, within 120 days of
the  end  of our fiscal year, file with the Securities and Exchange Commission a
definitive proxy statement pursuant to Regulation 14A.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The  information  responsive  to  this  item,  with  the  exception of the Audit
Committee  and  Code  of  Ethics information presented below, is incorporated by
reference  from the sections entitled "Election of Directors" and "Section 16(a)
Beneficial  Ownership  Reporting  Compliance"  contained in the proxy statement.

Audit Committee

We  have  a  separately-designated  standing  audit  committee  established  in
accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934.  The
members  of the Audit Committee consist of Thomas H. Cooke (committee chairman),
Frank  L. Conner, and Charles F. Wilkins.  The Board of Directors has determined
that  Mr.  Conner  and  Mr. Cooke, both members of the Audit Committee, are each
qualified as an audit committee financial expert, as that term is defined in the
rules  of  the Securities and Exchange Commission.  Mr. Conner and Mr. Cooke are
independent,  as  independence  for  audit  committee  members is defined in the
listing standards of the Nasdaq Stock Market and the rules of the Securities and
Exchange Commission.

Code of Ethics

We  have adopted a Code of Ethics that applies to all of our directors, officers
and  employees,  including  our principal executive officer, principal financial
officer,  principal  accounting  officer  or  controller, and persons performing
similar  functions.  The Code of Ethics is posted on our website (www.pamt.com).
We  intend to post amendments to or waivers from our Code of Ethics, of the type
referred  to in Item 5.05 of Form 8-K, to the extent applicable to our principal
executive  officer, principal financial officer, principal accounting officer or
controller, and persons performing similar functions, on our website.

ITEM 11.  EXECUTIVE COMPENSATION.

The  information  responsive  to this item is incorporated by reference from the
section entitled "Executive Compensation" contained in the proxy statement.


                                      -55-
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS.

The  information  responsive  to  this  item,  with  the exception of the equity
compensation plan information presented below, is incorporated by reference from
the  section  entitled  "Security  Ownership  of  Certain  Beneficial Owners and
Management" contained in the proxy statement.

EQUITY COMPENSATION PLAN INFORMATION

The  following  table  summarizes,  as  of  December 31, 2004, information about
compensation  plans  under which equity securities of the Company are authorized
for issuance:
<TABLE>
<CAPTION>
                                                                                   Number of securities
                             Number of securities to      Weighted-average         remaining available
                             be issued upon exercise      exercise price of        for future issuance
                             of outstanding options,      outstanding options,         under equity
       Plan Category          warrants and rights         warrants and rights       compensation plans
-------------------------------------------------------------------------------------------------------
<S>                                 <C>                         <C>                        <C>
  Equity Compensation Plans
  approved by Security Holders       313,500                     $20.70                     277,500

  Equity Compensation Plans
  not approved by Security
  Holders                              -0-                         -0-                         -0-
</TABLE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The  information  responsive  to this item is incorporated by reference from the
section  entitled  "Certain Relationships and Related Transactions" contained in
the proxy statement.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The  information  responsive  to this item is incorporated by reference from the
section entitled "Principal Accountant Fees and Services" contained in the proxy
statement.

                                      -56-
<PAGE>

                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) Financial Statements and Schedules.

    (1) Financial Statements:  See Part II, Item 8 hereof.

          Report of Independent Registered Public Accounting Firm
          Consolidated Balance Sheets - December 31, 2004 and 2003
          Consolidated Statements of Income - Years ended
           December 31, 2004, 2003 and 2002
          Consolidated  Statements of Shareholders' Equity - Years ended
           December 31, 2004, 2003 and 2002
          Consolidated Statements of Cash Flows - Years ended
           December 31, 2004, 2003 and  2002
          Notes to Consolidated Financial Statements

    (2) Financial Statement Schedules.

          All schedules for which provision is made in the applicable accounting
          regulations  of  the  SEC  are  omitted as the required information is
          inapplicable,  or  because  the  information  is  presented  in  the
          consolidated financial statements or related notes.

    (3) Exhibits.

          The  Exhibit  Index  filed  with this Report and appearing immediately
          following  the  signatures in this Report is incorporated by reference
          in response to this Item.

                                      -57-
<PAGE>

                                   SIGNATURES

Pursuant  to  the  requirements  of Section 13 of the Securities Exchange Act of
1934,  the  registrant  has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                    P.A.M. TRANSPORTATION SERVICES, INC.

Dated:  March 14, 2005         By:  /s/ Robert W. Weaver
                                    --------------------------
                                    ROBERT W. WEAVER
                                    President and Chief Executive Officer
                                    (principal executive officer)

Dated:  March 14, 2005         By:  /s/ Larry J. Goddard
                                    --------------------------
                                    LARRY J. GODDARD, Vice President-
                                    Finance, Chief Financial Officer,
                                    Secretary and Treasurer
                                    (principal financial and accounting officer)

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


Dated:  March 14, 2005         By:  /s/ Robert W. Weaver
                                    --------------------------
                                    ROBERT W. WEAVER, President and Chief
                                    Executive Officer, Director

Dated:  March 14, 2005         By:  /s/ Matthew T. Moroun
                                    --------------------------
                                    MATTHEW T. MOROUN, Director

Dated:  March 14, 2005         By:  /s/ Daniel C. Sullivan
                                    --------------------------
                                    DANIEL C. SULLIVAN, Director

Dated:  March 14, 2005         By:  /s/ Charles F. Wilkins
                                    --------------------------
                                    CHARLES F. WILKINS, Director

Dated:  March 14, 2005         By:  /s/ Frederick P. Calderone
                                    --------------------------
                                    FREDERICK P. CALDERONE, Director

Dated:  March 14, 2005         By:  /s/ Manuel J. Moroun
                                    --------------------------
                                    MANUEL J. MOROUN, Director

Dated:  March 14, 2005         By:  /s/ Thomas H. Cooke
                                    --------------------------
                                    THOMAS H. COOKE, Director

Dated:  March 14, 2005         By:  /s/ Frank L. Conner
                                    --------------------------
                                    FRANK L. CONNER, Director

                                      -58-
<PAGE>

EXHIBIT INDEX

The  following  exhibits  are  filed with or incorporated by reference into this
Report.  The  exhibits  which are denominated by an asterisk (*) were previously
filed as a part of, and are hereby incorporated by reference from either (i) the
Form  S-1 Registration Statement under the Securities Act of 1933, as filed with
the  Securities  and  Exchange  Commission  on  July  30, 1986, Registration No.
33-7618,  as amended on August 8, 1986, September 3, 1986 and September 10, 1986
("1986  S-1");  (ii)  the Annual Report on Form 10-K for the year ended December
31,  1987 ("1987 10-K"); (iii) the Annual Report on Form 10-K for the year ended
December  31, 1992 ("1992 10-K"); (iv) the Quarterly Report on Form 10-Q for the
quarter  ended  June 30, 1994 ("6/30/94 10-Q"); (v) the Quarterly Report on Form
10-Q  for  the  quarter ended June 30, 1995 ("6/30/95 10-Q"); (vi) the Quarterly
Report  on  Form  10-Q  for the quarter ended September 30, 1996 (9/30/96 10-Q);
(vii) the Annual Report on Form 10-K for the year ended December 31, 1996 ("1996
10-K");  (viii) the Quarterly Report on Form 10-Q for the quarter ended June 30,
1998  ("6/30/98  10-Q");  (ix) the Form S-8 Registration Statement filed on June
11,  1999;  (x)  the  Annual Report on Form 10-K for the year ended December 31,
2001 ("2001 10-K"); (xi) the Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002 ("3/31/02 10-Q"); (xii) the Quarterly Report on Form 10-Q for the
quarter  ended  September 30, 2004 ("9/30/2004 10-Q"); (xiii) the Form 8-K filed
on  January  25,  2005  ("01/25/2005 8-K") ; or (xiv) Form 8-K filed on March 7,
2005 ("03/07/2005 8-K").

<TABLE>
<CAPTION>
EXHIBIT#                                          DESCRIPTION  OF  EXHIBIT
--------    -----------------------------------------------------------------------------------------------
<S>        <C>
*3.1        -  Amended and Restated Certificate of Incorporation of the Registrant (Exh. 3.1, 1986 S-1)

*3.1.1      -  Amendment to Certificate of Incorporation dated June 24, 1987 (Exh. 3.1.1, 1987 10-K)

*3.1.2      -  Amended and Restated Certificate of Incorporation of the Registrant (Exh. 3.1, 3/31/02 10-Q)

*3.2.4      -  Amended and Restated By-Laws of the Registrant (Exh. 3.2, 3/31/02 10-Q)

*4.1        -  Specimen Stock Certificate (Exh. 4.1, 1986 S-1)

*4.2        -  Loan Agreement dated July 26, 1994 among First Tennessee Bank National  Association,
               Registrant and P.A.M. Transport, Inc. together with Promissory Note (Exh. 4.1, 6/30/94 10-Q)

*4.2.1      -  Security Agreement dated July 26, 1994 between First Tennessee Bank National Association and
               P.A.M. Transport, Inc. (Exh. 4.2, 6/30/94 10-Q)

*4.3        -  First Amendment to Loan Agreement dated June 27, 1995 by and among P.A.M. Transport, Inc.,
               First Tennessee Bank National Association and P.A.M. Transportation Services, Inc., together
               with Promissory Note in the principal amount of $2,500,000 (Exh. 4.1.1, 6/30/95 10-Q)

*4.3.1      -  First Amendment to Security Agreement dated June 28, 1995 by and between P.A.M. Transport,
               Inc. and First Tennessee Bank National Association (Exh. 4.2.2, 6/30/95 10-Q)

*4.3.2      -  Security Agreement dated June 27, 1995 by  and between Choctaw Express, Inc. and First
               Tennessee Bank National Association (Exh. 4.1.3, 6/30/95 10-Q)

*4.3.3      -  Guaranty Agreement of P.A.M. Transportation Services, Inc. dated June 27, 1995 in favor of
               First Tennessee Bank National Association respecting $10,000,000 line of credit (Exh. 4.1.4,
               6/30/95 10-Q)

*4.4        -  Second Amendment to Loan Agreement dated July 3, 1996 by and among P.A.M. Transport, Inc.,
               First Tennessee Bank National Association and P.A.M. Transportation Services, Inc., together
               with Promissory Note in the principal amount of $5,000,000 (Exh. 4.1.1, 9/30/96 10-Q)

*4.4.1      -  Second Amendment to Security Agreement dated July 3, 1996 by and between P.A.M. Transport,
               Inc. and First Tennessee National Bank Association (Exh. 4.1.2, 9/30/96 10-Q)

                                      -59-


*4.4.2      -  First Amendment to Security Agreement dated July 3, 1996 by and between Choctaw Express, Inc.
               and First Tennessee Bank National Association (Exh. 4.1.3, 9/30/96 10-Q)

*4.4.3      -  Security Agreement dated July 3, 1996 by and between Allen Freight Services, Inc. and First
               Tennessee Bank National Association (Exh. 4.1.4, 9/30/96 10-Q)

*4.5.1      -  Loan Agreement dated as of November 22, 2000 by and between P.A.M. Transport, Inc. and
               SunTrust Bank (Exh 4.5.1, 2001 10-K)

*4.5.2      -  Revolving Credit Note dated November 22, 2000 (Exh 4.5.2, 2001 10-K)

*4.5.3      -  Security Agreement by and between P.A.M. Transport, Inc. and SunTrust Bank (Exh 4.5.3,
               2001 10-K)

*4.5.4      -  First Amendment to Loan Agreement, Revolving Credit Note and Security Deposit (Exh 4.5.4,
               2001 10-K)

*10.1       -  Employment Agreement between the Registrant and Robert W. Weaver, effective July 1, 2002
               (Exh 10.1.1, 2001 10-K)

*10.1.1     -  New Employment Agreement between the Registrant and Robert W.  Weaver, effective
               July 1, 2004 (Exh 10.1, 01/25/2005 8-K)

*10.2       -  Employment Agreement between the Registrant and W. Clif Lawson, dated January 1, 2002
               (Exh 10.2, 2001 10-K)

 10.2.1     -  Memo exercising the Company's option to extend W. Clif Lawson's Employment Agreement by one year

*10.3       -  Employment Agreement between the Registrant and Larry J. Goddard, dated January 1, 2002
               (Exh 10.3, 2001 10-K)

 10.3.1     -  Memo exercising the Company's option to extend Larry J. Goddard's Employment Agreement by one year

*10.4       -  1995 Stock Option Plan, as Amended and Restated (Exh. 4.1, 6/11/99 S-8)

*10.4.1     -  Amendment to 1995 Stock Option Plan (Exh 10.1, 03/07/2005 8-K)

*10.5       -  Interest rate swap agreement, dated March 1, 2001 (Exh 10.5, 2001 10-K)

*10.6       -  Interest rate swap agreement dated June 1, 2001 (Exh 10.6, 2001 10-K)

*10.7       -  Employee Non-Qualified Stock Option Agreement (Exh 10.1, 9/30/2004 10-Q)

*10.8       -  Director Non-Qualified Stock Option Agreement (Exh 10.2, 9/30/2004 10-Q)

*10.9       -  Executive Officers and Certain Other Employees Incentive Compensation Plan,
               as amended (Exh 10.3, 9/30/2004 10-Q)

 21.1       -  Subsidiaries of the Registrant

 23.1       -  Consent of Deloitte & Touche LLP

 31.1       -  Rule 13a-14(a) Certification of Principal Executive Officer

 31.2       -  Rule 13a-14(a) Certification of Principal Financial Officer

 32.1       -  Section 1350 Certification of Chief Executive Officer

 32.2       -  Section 1350 Certification of Chief Financial Officer
</TABLE>

                                      -60-
<PAGE>