Exhibit 10(a)




                 OTR EXPRESS, INC. 1996 STOCK OPTION PLAN
                  (As Amended and Restated February 2000)

                          SECTION I.  PURPOSE

      The purpose of this Plan is to provide an incentive which will attract,
retain, motivate and reward "Key Employees" of the Company and promote the
best interests and long-term performance of the Company by encouraging the
ownership of interests in the Company's stock by such "Key Employees".  It is
intended that options may be granted pursuant to this Plan which will qualify
as Incentive Stock Options ("ISO's"), as defined in Section 422 of the
Internal Revenue Code of 1986, as amended ("Code"), and that options may be
granted pursuant to this Plan which will not qualify as ISO's and will be non-
qualified options ("NQO's").  It is also intended that this Plan comply in all
respects with the requirements of Rule 16b-3 under the Securities Exchange Act
of 1934, and any amendment or successor provision thereto ("Rule 16b-3"); any
provision of this Plan deemed not to be in compliance with the requirements of
Rule 16b-3 shall be deemed null and void.  This Plan is not intended to
preclude the use of  Common Stock for other compensation purposes in line with
the needs and objectives of the Company.

                        SECTION II.  DEFINITIONS

    A.  "Board of Directors" means the board of directors of the Company.

    B.  A "Change in Control" shall be deemed to occur (1) upon the
        approval by the Board of Directors of the Company (or if approval
        of the Board of Directors of the Company is not required as a
        matter of law, the stockholders of the Company) of (a) any
        consolidation or merger of the Company in which the Company is not
        the continuing or surviving corporation or pursuant to which
        shares of Common Stock would be converted into cash, securities,
        or other property, other than a consolidation  or merger in which
        the holders of Common Stock immediately prior thereto will have
        the same or proportionate ownership of Common Stock of the
        surviving corporation immediately thereafter, (b) any sale, lease,
        exchange or other transfer (in one transaction or a series of
        related transactions) of all or substantially all the assets of
        the Company, or (c) any plan or proposal for the liquidation or
        dissolution of the Company, or (2) when any person or group of
        persons acting in concert, other than the Company, any stockholder
        at the time of the initial public offering of the Common Stock or
        any employee benefit plan or trust maintained by the Company or
        any of its Subsidiaries, shall become the "beneficial owner" (as
        defined in Rule 13d-3 under the Securities Exchange Act of 1934)
        directly or indirectly, of 25% or more of the combined voting
        power of the Company's then outstanding stock, without the prior
        approval of at least 80% of the members of the Board of Directors
        of the Company.

   C.  "Compensation Committee" means the committee established by the
        Board of  Directors of the Company pursuant to Section VII.

   D.  "Common Stock" means the shares of the common stock (including
        treasury stock),  par value $0.01 per share, of the Company.

   E.  "Company" means OTR Express, Inc., a Kansas corporation, or any
        successor thereto.

   F.  "Disability" means inability of a Participant to perform his or
        her duties as a Key Employee by reason of any medically
        determinable physical or mental impairment which can be expected
        to result in death or which has lasted or can be expected to last
        for a continuous period of not less than 12 months.  A Participant
        shall not be considered to be permanently and totally disabled
        unless the Participant furnishes the Company proof of the
        existence thereof in such form and manner, and at such times, as
        the Compensation Committee may require.

   G.  "Fair Market Value," as of a given date, means the fair market
        value of one share of Common Stock as determined by the
        Compensation Committee in accordance with the provisions of the
        Code and the regulations thereunder.  If, on or on the trading day
        immediately prior to such given date, shares of the Common Stock
        have been traded on the National Association of Securities Dealers
        Automated Quotation System ("NASDAQ"), "Fair Market Value" shall
        generally be considered to be the last price of the Common Stock
        as reported by NASDAQ on such given date or, if none, on the last
        day preceding such given date on which a sale of the Common Stock
        was so reported.

   H.  "Key Employee" means a person who is employed in a position of
        administrative or managerial responsibility by the Company or a
        Subsidiary.

   I.  "Parent" means any corporation (other than the Company or a
        Subsidiary) in an unbroken chain of corporations ending with the
        Company or a Subsidiary, owns stock possessing fifty percent (50%)
        or more of the total combined voting power of all classes of stock
        in one of the other corporations in such chain.

   J.  "Participant" means a Key Employee who is granted a stock
        option hereunder.

   K.  "Plan" means this OTR Express, Inc. 1996 Stock Option Plan.

   L.  "Subsidiary" means any corporation, other than the Company, in an
        unbroken chain of corporations beginning with the Company if, at
        the time of a grant hereunder, each of the corporations, other
        than the last corporation in the unbroken chain, owns stock
        possessing fifty percent (50%) or more of the total combined
        voting power of all classes of stock in one of the other
        corporations in such chain.

   M.  "Ten Percent Stockholder" means a person who owns, on the date
        of grant of an ISO hereunder, more than 10% of the total combined
        voting power of all classes of stock of the Company, or its Parent
        or Subsidiary.

                              SECTION III. STOCK

      The total amount of stock which may be granted or sold under this Plan
shall not exceed 130,000 shares of the Company"s Common Stock.  If an option
expires or is terminated or surrendered without having been fully exercised,
the unpurchased shares of Common Stock subject to the option shall again be
available for the purposes of this Plan.

                            SECTION IV. ELIGIBILITY

      A stock option, or a stock option may be granted under the Plan only to
a Key Employee.

                            SECTION V. STOCK OPTIONS

   A.  Option Price.  Except as provided below, the purchase price of the
       Common Stock under each option granted hereunder shall be as
       determined by the Compensation Committee but not less than one
       hundred percent (100%) of the Fair Market Value of the Common
       Stock at the time of the grant of the option. The purchase price
       of Common Stock under each ISO granted to a Ten Percent
       Stockholder shall be as determined by the Compensation Committee
       but not less that 110% of the Fair Market Value of the Common
       Stock at the time of the grant of the ISO.

   B.  Term and Exercise of Options.  The term of each option shall be
       not more than ten (10) years from the date of granting thereof and
       the term of each ISO granted to a Ten Percent Stockholder shall
       not be more than five (5) years from the date of granting thereof.
       Within such limits, options will be exercisable at such time or
       times, and subject to such restrictions and conditions, as the
       Compensation Committee shall, in each instance, approve, which
       need not be uniform for all Participants; provided, however, that
       except as provided in Subsection D of this Section and Section X,
       no option may be exercised at any time unless the Participant is
       then an employee of the Company or a Subsidiary  and has been
       continuously since the granting of the option or was an employee
       of the Parent of the Company at the time of grant and has been
       continuously employed since that time by either such Parent or by
       the Company or a Subsidiary.

   C.  Non-Transferability of Options.  Each option granted under this
       Plan shall by its terms be non-transferable by the Participant
       other than by will or the laws of descent and distribution.  An
       option may be exercised, during the lifetime of the Participant,
       only by the Participant. Notwithstanding the foregoing, the
       Compensation Committee may permit a Participant to transfer an NQO
       or cause the Company to grant an NQO that would otherwise be
       granted to a Participant, to any one or more of the following: a
       Participant's descendant, spouse, descendant of a spouse, spouse
       of any of the foregoing, a trust established primarily for the
       benefit of any of the foregoing, or of such Participant, or to an
       entity which is a corporation, partnership, or limited liability
       company (or any other similar entity) the owners of which are
       primarily the aforementioned persons or trusts. Any such option so
       transferred or granted directly to the aforementioned persons,
       trust or entities in respect of a Participant shall be subject to
       the provisions of Subsection D concerning the exercisability
       during the Participant's employment.

   D.  Termination of Employment.  Except as otherwise provided herein,
       if a Participant voluntarily or involuntarily terminates
       employment with the Company or any of its Subsidiaries, the
       Participant may exercise any option held by such Participant, to
       the extent the Participant was entitled to exercise if at the date
       of termination of employment, at any time within three (3) months
       after the date of such termination, but not after the expiration
       of the option; provided, however, if the Participant voluntarily
       terminates employment (except upon retirement after age 65), the
       Participant may only exercise any such option after such
       termination if the Compensation Committee consents to such
       exercise.  Any option not so exercised shall expire.  However,
       subject to the provisions of Subsection G of this Section:

           1.  If a Participant retires after reaching age 65, the
               Participant (or the personal representative of the
               Participant if the Participant has died) may exercise any or
               all of the Participant's unexercised unexpired options,
               whether otherwise eligible for immediate exercise by the
               terms of the option agreement or not, provided such exercise
               is within three (3) months in the case of an ISO or twelve
               (12) months in the case of an NQO after the date of the
               Participant's retirement but not after the expiration of the
               option;

           2.  If a Participant retires after attaining age 55 but not age
               65, the Compensation Committee, in its sole discretion, may
               provide that the Participant (or the personal representative
               of the Participant if the Participant has died) may exercise
               any or all of the Participant's unexercised unexpired
               options, whether otherwise eligible for immediate exercise
               by the terms of the option agreement or not, provided such
               exercise is within three (3) months (or, in the discretion
               of the Compensation Committee, twelve (12) months in the
               case of an NQO) after the date of the Participant's
               retirement, but not after the expiration of the option;

           3.  If a Participant's employment is terminated by reason of
               death, the personal representative  of the Participant may
               exercise any or all of the Participant's unexercised
               unexpired options, whether otherwise eligible for immediate
               exercise by the terms of the option agreement or not,
               provided such exercise occurs within twelve (12) months of
               the date of the Participant's death but not after the
               expiration of the option; and

           4.  If a Participant's employment is terminated by reason of
               Disability, the Participant (or the personal representative
               of the Participant if the Participant has died) may exercise
               any or all of the Participant's unexercised unexpired
               options, whether otherwise eligible for immediate exercise
               by the terms of the option agreement or not, provided such
               exercise is within twelve (12) months of the date of the
               Participant's employment termination but not after the
               expiration of the option.

      Notwithstanding the foregoing, if the employment of any Participant shall
      be terminated because of the Participant's violation of law or the
      business conduct rules of the Company or for other breach of duty,
      all unexercised options of such Participant shall lapse and be
      unexercisable on and after the date of termination of the
      Participant's employment.  The existence or nonexistence of such
      violation or breach and the date of termination of employment
      shall be determined by the Compensation Committee in its sole
      discretion, and such determination shall be final.  No change in
      the duties of a Participant, while in the employ of the Company, a
      Parent or a Subsidiary, or transfer, if still employed after the
      transfer by a Company, a Parent or a Subsidiary, shall constitute
      a termination of employment.

   E.  Leaves of Absence.  The option agreements issued pursuant to this
       Plan may contain such provisions as the Compensation Committee
       shall determine with respect to approved leaves of absence.

   F.  Payment of Option Price.  The purchase price is to be paid in full
       upon exercise of an option, either (1) in cash, or (2) in the
       discretion of the Compensation Committee, in shares of Common
       Stock having a Fair Market Value equal to the cash exercise price
       of the option being exercised, (3) through such cashless exercise
       arrangement as may be approved by the Compensation Committee, or
       (4)in the discretion of the Compensation Committee, by any
       combination of the payment methods specified in clauses (1) and
       (2) hereof; provided, however, that (a) shares of Common Stock
       tendered in payment must be either shares owned by the Participant
       and registered in the Participant's name and may not include
       shares of Common Stock acquired by the Participant through
       exercise of an option granted less than six months prior to the
       date of exercise of the option being exercised, and (b) no shares
       of Common Stock may be tendered in exercise of an ISO if such
       shares were acquired by the Participant through the exercise of an
       ISO, unless (I) such shares have been held by the Participant for
       at least one  year; and (ii) at least two (2) years have elapsed
       since such ISO was granted.  The proceeds received by the Company
       upon exercise of an option are to be added to the general funds of
       the Company, if cash, or to the shares of the Common Stock held in
       treasury, if shares of Common Stock, and used for the corporate
       purposes of the Company as the Compensation Committee shall
       determine. Subject to the approval of the Compensation Committee,
       the Company may loan to any Participant a sum equal to not more
       than one hundred percent (100%) of the purchase price of the
       shares of Common Stock purchased upon exercise of an option, such
       loan to be evidenced by the execution and delivery of a promissory
       note. Interest on such unpaid balance of the note shall be at such
       rate as the Compensation Committee may determine. The note may,
       but need not, provide for its forgiveness as the Participant
       continues in employment. The Compensation Committee may, in its
       discretion, include within any option agreement, a provision
       entitling the Participant to a further option (a "Re-load Option")
       in the event the Participant exercises an option by surrendering
       other shares of Common Stock  in accordance with (2), above.  Any
       such Re-load Option shall be for the number of shares of Common
       Stock  surrendered  upon exercise under (2), above, and shall
       become exercisable upon such terms and conditions as the
       Compensation Committee shall determine, but the purchase price
       shall be not less than one hundred percent (100%) of the Fair
       Market Value of the shares of Common Stock on the date of exercise
       of such option under (2), above.

   G.  Limitation on Exercise of Options.  The maximum aggregate Fair
       Market Value determined at the time an ISO is granted)  of the
       Common Stock with respect to which ISO's are exercisable for the
       first time by any Participant during any calendar year (under all
       plans of the Company and its Parent and Subsidiaries) shall not
       exceed $100,000. If the provisions of this Section limit the
       exercisability of certain ISO's which would otherwise become
       exercisable on account of an event described in Subsection D of
       this Section or Section X, the Compensation Committee, in its sole
       discretion, shall determine the times at which such ISO's become
       exercisable so that the provisions of this Subsection G are not
       violated; provided that in no event shall any ISO be exercisable
       more than ten (10) years from the date of granting thereof (five
       (5) years in the case of ISO's granted to Ten Percent
       Stockholders).

                           SECTION VI. ADMINISTRATION

      This Plan shall be administered by the Compensation Committee.  Subject
to the express provisions of this Plan, the Compensation Committee shall have
complete authority to:

   A.  determine the individuals to whom and the time or times when
       options shall be granted;
   B.  determine the number of shares to be subject to each option, and
       the terms and provisions of each option;
   C.  interpret the Plan;
   D.  prescribe, amend and rescind rules and regulations relating to the
       Plan;
   E.  cancel, with the consent of a Participant, any option previously
       granted to such Participant and to grant a new option in place
       thereof; and
   F.  make all determinations not specifically set forth in (A) through
       (E) above which it considers necessary or advisable for the
       administration of this Plan.

      All determinations by the Compensation Committee with respect to (A)
through (F) above shall be final.  In the event the Company or any Subsidiary
enters into a transaction described in Section 424(a) of the Code with any
other corporation, the Compensation Committee may grant options to employees,
former employees of such corporation in substitution of options previously
granted to them by such corporation upon such terms and conditions as shall be
necessary to qualify such grant as a substitution described in Section 424(a)
of the Code.

                    SECTION VII. COMPENSATION COMMITTEE

      The Compensation Committee shall at all times be constituted to comply
with the requirements of Rule 16b-3; as of the date of adoption of this Plan
by the Board of Directors of the Company, Rule 16b-3 requires that the
Compensation Committee shall consist of two (2) or more members of the Board
of Directors each of whom is a "Non-Employee Director" within the meaning of
Rule 16b-3(b)(3).  The members of the Compensation Committee shall be
appointed by and shall serve at the pleasure of the Board of Directors, which
may from time to time appoint members in substitution for members previously
appointed and fill vacancies, however caused, in the Compensation Committee.
The Compensation Committee may select one of its members as its Chairman and
shall hold its meetings at such times and places as it may determine.  A
majority of its members shall constitute a quorum.  All recommendations by the
Compensation Committee shall be made by a majority of its members.

                   SECTION VIII.  EFFECT OF CHANGE IN STOCK

      Notwithstanding any other provision in the Plan, if there is any change
in the Common Stock of the Company by reason of stock dividends, spinoffs,
split ups, recapitalizations, mergers, consolidations, reorganizations,
combinations or exchanges of shares and the like, the number and class of
shares available for grants of options and the number of shares subject to any
outstanding options, and the price thereof, as applicable, shall be
appropriately adjusted by the Compensation Committee.

                    SECTION IX.  AMENDMENT OR TERMINATION

      Unless this  Plan shall theretofore have been terminated as hereinafter
provided, this Plan shall terminate, and no stock option shall be granted
hereunder, after ten (10) years from the date of its adoption by the Board of
Directors.  Any option, outstanding at the termination of this Plan, shall
continue in full force and effect in accordance with its terms and shall not
be affected by such termination of this Plan.  The Board of Directors of the
Company may, at any time prior to that date, terminate this Plan or make such
modifications of the Plan as it may deem advisable; provided, however, that,
if approval by stockholders of the Company of any amendment is required to
comply with Rule 16b-3 or other applicable requirement, such amendment shall
be subject to stockholder approval.

                        SECTION X.  CHANGE OF CONTROL

      In the event that a Change of Control of the Company occurs, any then
outstanding stock option held by such Participant shall immediately mature and
vest in full and any such stock option shall be settled by the payment to such
Participant of an amount equal to the excess, if any, of the aggregate Fair
Market Value of the shares subject thereto on the Special Maturity Date as
hereinafter defined, over the aggregate exercise price of such option.  For
purposes of an event described in clause (2) of Paragraph B of Section II
above, the Special Maturity Date for purposes hereof shall be the date
securities are first purchased by a tender or exchange offeror, or the date
upon which the Company first receives written notice of acquisition of 25% of
its Common Stock, whichever shall first occur.  For purposes of an event
described in Clause (1) of Paragraph B of Section II, the Special Maturity
Date shall be the effective date of such event.  Settlement shall be made in
cash within not less than five (5) days following the Participant's
termination of employment.

                          SECTION XI. WITHHOLDING

      The Company, at the time any distribution is made under this Plan,
whether in cash or in shares of stock, may withhold from such payment any
amount necessary to satisfy any federal and state income tax withholding
requirements with respect to such distribution.  Such withholding may be in
cash or in shares of stock.

                        SECTION XII. MISCELLANEOUS

   A.  Rights to Continued Employment.  Nothing in this Plan or in any
       option granted pursuant to this Plan shall confer on any
       individual any right to continue in the employ of the Company or a
       Subsidiary or interfere with the right of the Company or a
       Subsidiary to terminate the individual's employment.

   B.  Retirement Plan Rights.  Benefits received under this Plan by a
       Participant shall not effect or be used in the calculation of the
       Participant's pension or other retirement benefits under any other
       plan maintained by the Company.

   C.  Investment Undertakings.  Until and unless the issuance of shares
       of Common Stock pursuant to this Plan shall have been registered
       pursuant to the Securities Act of 1933 and applicable state
       securities laws, each Participant acquiring shares of Common Stock
       under this Plan may be required, as a condition precedent to such
       issuance, to execute and deliver to the Company a letter or
       certificate containing such investment representations, agreements
       restricting sale (including, without limitation, provision for
       stop transfer orders and restrictive legend on stock certificates)
       and confirmation of other relevant facts to support any exemption
       from the registration requirements under the Securities Act of
       1933 and such state securities laws on which the Company intends
       to rely, all as shall be deemed reasonably necessary by counsel
       for the Company and in such form as such counsel shall determine.

                    SECTION XIII. EFFECTIVENESS OF THE PLAN

      This amended and restated Plan will be effective upon adoption by the
Board of Directors of the Company, subject, however, to its approval by the
stockholders of the Company given within 12 months after the date the Plan is
adopted by the Board of Directors, at a regular meeting of the stockholders or
at a special meeting of the stockholders duly called and held for such
purpose, or by written consent of the stockholders.  Grants of options made
prior to stockholder approval shall be subject to the obtaining of such
approval and if such approval is not obtained as aforesaid, such grants shall
not be effective for any purpose.

The foregoing amendment and restatement was adopted by the Board
of Directors of the Company on February 2, 2000.  Stockholder approval was
not required for the amendment to Plan contained herein.


                                               OTR EXPRESS, INC.


                                               By /s/ William P. Ward
                                                  William P. Ward, President