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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended September 30, 2002
Commission File No. 000-24615

LANDAIR CORPORATION

(Exact name of registrant as
specified in its charter)


|                                                                                 |  |                                                
|-------------------------------------------------------------------------------- |  | -----------------------------------------------
|Tennessee
(State or other jurisdiction of
incorporation or organization)         |  | 62-1743549
(I.R.S. Employer Identification No.)
|                                                                                
|430 Airport Road
Greeneville, Tennessee
(Address of principal executive offices) |  | 37745
(Zip Code)                               

Registrants telephone number, including area code: (423) 783-1300

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   o

The number of shares outstanding of the registrants common stock, $.01 par
value, as of October 25, 2002 was 7,313,193.





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TABLE OF CONTENTS



|                                                                                              |                                                      |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  |  | 
|Part I. Financial Information                                                                
|Item 1. Financial Statements (Unaudited)                                                     
|                                                                                              | Condensed Consolidated Balance Sheets               
|                                                                                              | Condensed Consolidated Statements of Income         
|                                                                                              | Condensed Consolidated Statements of Cash Flows     
|                                                                                              | Notes to Condensed Consolidated Financial Statements
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|Item 3. Quantitative and Qualitative Disclosure of Market Risk                               
|Item 4. Controls and Procedures                                                              
|Part II. Other Information                                                                   
|Item 1. Legal Proceedings                                                                    
|Item 2. Changes in Securities and Use of Proceeds                                            
|Item 3. Defaults Upon Senior Securities                                                      
|Item 4. Submission of Matters to a Vote of Security Holders                                  
|Item 5. Other Information                                                                    
|Item 6. Exhibits and Reports on Form 8-K                                                     
|Signatures                                                                                   



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##### Table of Contents



Table of Contents

Landair Corporation

|           |  |                                                                                       |  |  |                                                                                                       |  |        |   | 
|---------- |  | ------------------------------------------------------------------------------------- |  |  | ----------------------------------------------------------------------------------------------------- |  | ------ | - | 
|           |  |                                                                                       |  |  |                                                                                                       |  | Page  
|           |  |                                                                                       |  |  |                                                                                                       |  | Number
|           |  |                                                                                       |  |  |                                                                                                       |  |       
|Part I.    |  | Financial Information                                                                 |  |  |                                                                                                       | 
|Item 1.    |  | Financial Statements (Unaudited)                                                      |  |  |                                                                                                       | 
|           |  |                                                                                       |  |  | Condensed Consolidated Balance Sheets -
September 30, 2002 and December 31, 2001                      |  |        | 3 | 
|           |  |                                                                                       |  |  | Condensed Consolidated Statements of Income -
Three and nine months ended September 30, 2002 and 2001 |  |        | 4 | 
|           |  |                                                                                       |  |  | Condensed Consolidated Statements of Cash Flows -
Nine months ended September 30, 2002 and 2001       |  |        | 5 | 
|           |  |                                                                                       |  |  | Notes to Condensed Consolidated Financial Statements -
September 30, 2002                             |  |        | 6 | 
|Item 2.    |  | Managements Discussion and Analysis of
Financial Condition and Results of Operations |  |  | 10                                                                                                    | 
|Item 3.    |  | Quantitative and Qualitative Disclosure of Market Risk                                |  |  | 16                                                                                                    | 
|Item 4.    |  | Controls and Procedures                                                               |  |  | 17                                                                                                    | 
|Part II.   |  | Other Information                                                                     |  |  |                                                                                                       | 
|Item 1.    |  | Legal Proceedings                                                                     |  |  | 18                                                                                                    | 
|Item 2.    |  | Changes in Securities and Use of Proceeds                                             |  |  | 18                                                                                                    | 
|Item 3.    |  | Defaults Upon Senior Securities                                                       |  |  | 18                                                                                                    | 
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                   |  |  | 18                                                                                                    | 
|Item 5.    |  | Other Information                                                                     |  |  | 18                                                                                                    | 
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                      |  |  | 19                                                                                                    | 
|Signatures |  |                                                                                       |  |  | 20                                                                                                    | 

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##### Table of Contents






Part I. Financial Information




Item 1. Financial Statements (Unaudited)

Landair Corporation
Condensed Consolidated Balance Sheets

|                                               |                                                                            |                                                                                                        |        |                                   |    |              |        |        |    | 
|---------------------------------------------- | -------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------ | ------ | --------------------------------- | -- | ------------ | ------ | ------ | -- | 
|                                               |                                                                            |                                                                                                        |        | September 30,                     |    | December 31,
|                                               |                                                                            |                                                                                                        |        | 2002                              |    | 2001        
|                                               |                                                                            |                                                                                                        |        |                                   |    |             
|                                               |                                                                            |                                                                                                        |        | (Unaudited)                       |    | (Note 1)    
|                                               |                                                                            |                                                                                                        |        |                                   |    |             
|                                               |                                                                            |                                                                                                        |        | (In thousands, except share data)
|Assets                                         |                                                                            |                                                                                                        |        |                                   |    |              |        |       
|Current assets:                                |                                                                            |                                                                                                        |        |                                   |    |              |        |       
|                                               | Cash and cash equivalents                                                  |                                                                                                        | $      | 6                                 |    |              | $      | 6      |   
|                                               | Trade accounts receivable, less allowance of $267
in 2002 and $317 in 2001 |                                                                                                        |        | 7,082                             |    |              |        | 6,713  |   
|                                               | Other current assets                                                       |                                                                                                        |        | 6,421                             |    |              |        | 3,940  |   
|                                               |                                                                            |                                                                                                        |        |                                   |    |              |        |       
|Total current assets                           |                                                                            |                                                                                                        | 13,509 |                                   |    |              | 10,659 |       
|Property and equipment                         |                                                                            |                                                                                                        | 82,221 |                                   |    |              | 80,650 |       
|Less accumulated depreciation and amortization |                                                                            |                                                                                                        | 29,842 |                                   |    |              | 26,578 |       
|                                               |                                                                            |                                                                                                        |        |                                   |    |              |        |       
|                                               |                                                                            |                                                                                                        | 52,379 |                                   |    |              | 54,072 |       
|Other assets                                   |                                                                            |                                                                                                        | 3      |                                   |    |              | 34     |       
|Total assets                                   |                                                                            | $                                                                                                      | 65,891 |                                   |    | $            | 64,765 |       
|                                               |                                                                            |                                                                                                        |        |                                   |    |              |        |       
|Liabilities and Shareholders Equity           |                                                                            |                                                                                                        |        |                                   |    |              |        |       
|Current liabilities:                           |                                                                            |                                                                                                        |        |                                   |    |              |        |       
|                                               | Accounts payable                                                           |                                                                                                        | $      | 2,020                             |    |              | $      | 1,835  |   
|                                               | Accrued expenses                                                           |                                                                                                        |        | 6,967                             |    |              |        | 7,673  |   
|                                               | Current portion of long-term debt                                          |                                                                                                        |        | 262                               |    |              |        | 242    |   
|                                               |                                                                            |                                                                                                        |        |                                   |    |              |        |       
|Total current liabilities                      |                                                                            |                                                                                                        | 9,249  |                                   |    |              | 9,750  |       
|Long-term debt, less current portion           |                                                                            |                                                                                                        | 2,984  |                                   |    |              | 5,885  |       
|Deferred income taxes                          |                                                                            |                                                                                                        | 14,862 |                                   |    |              | 13,565 |       
|Shareholders equity:                          |                                                                            |                                                                                                        |        |                                   |    |              |        |       
|                                               | Preferred stock                                                            |                                                                                                        |        |                                  |    |              |        |       |   
|                                               | Common stock, $0.01 par value:                                             |                                                                                                        |        |                                   |    |              |        |        |   
|                                               |                                                                            | Authorized shares - 45,000,000
Issued and outstanding shares - 7,316,159 in 2002 and
7,292,465 in 2001 |        |                                   | 73 |              |        |        | 73 | 
|                                               | Additional paid-in capital                                                 |                                                                                                        |        | 37,042                            |    |              |        | 37,856 |   
|                                               | Retained earnings (deficit)                                                |                                                                                                        |        | 1,681                             |    |              |        | (2,364 | ) 
|                                               |                                                                            |                                                                                                        |        |                                   |    |              |        |       
|Total shareholders equity                     |                                                                            |                                                                                                        | 38,796 |                                   |    |              | 35,565 |       
|Total liabilities and shareholders equity     |                                                                            | $                                                                                                      | 65,891 |                                   |    | $            | 64,765 |       
|                                               |                                                                            |                                                                                                        |        |                                   |    |              |        |       

The accompanying notes are an integral part of the financial statements.

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Landair Corporation




Condensed Consolidated Statements of Income
(Unaudited)

|                           |                                       |   |                    |       |                    |   |                                       |       |                    |   |        |        |   |   |        |        |  
|-------------------------- | ------------------------------------- | - | ------------------ | ----- | ------------------ | - | ------------------------------------- | ----- | ------------------ | - | ------ | ------ | - | - | ------ | ------ | -
|                           |                                       |   | Three months ended |       | Nine months ended 
|                           |                                       |   |                    |       |                   
|                           |                                       |   | September 30, 2002 |       | September 30, 2001 |   | September 30, 2002                    |       | September 30, 2001
|                           |                                       |   |                    |       |                    |   |                                       |       |                   
|                           |                                       |   |                    |       |                    |   | (In thousands, except per share data) |       |                    |   |       
|Operating revenue          |                                       | $ | 25,494             |       |                    | $ | 25,825                                |       |                    | $ | 77,522 |        |   | $ | 81,883 |       
|Operating expenses:        |                                       |   |                    |       |                    |   |                                       |       |                    |   |        |        |   |   |        |       
|                           | Salaries, wages and employee
benefits |   |                    | 8,391 |                    |   |                                       | 8,718 |                    |   |        | 25,143 |   |   |        | 27,529 |  
|                           | Purchased transportation              |   |                    | 6,054 |                    |   |                                       | 5,883 |                    |   |        | 18,616 |   |   |        | 20,271 |  
|                           | Fuel and fuel taxes                   |   |                    | 2,723 |                    |   |                                       | 2,761 |                    |   |        | 8,112  |   |   |        | 8,661  |  
|                           | Depreciation and amortization         |   |                    | 2,334 |                    |   |                                       | 2,286 |                    |   |        | 7,101  |   |   |        | 7,072  |  
|                           | Insurance and claims                  |   |                    | 645   |                    |   |                                       | 487   |                    |   |        | 2,654  |   |   |        | 2,028  |  
|                           | Operating leases                      |   |                    | 345   |                    |   |                                       | 501   |                    |   |        | 1,223  |   |   |        | 1,353  |  
|                           | Other operating expenses              |   |                    | 2,922 |                    |   |                                       | 2,326 |                    |   |        | 8,509  |   |   |        | 7,593  |  
|                           |                                       |   |                    |       |                    |   |                                       |       |                    |   |        |        |   |   |        |       
|                           |                                       |   | 23,414             |       |                    |   | 22,962                                |       |                    |   | 71,358 |        |   |   | 74,507 |       
|                           |                                       |   |                    |       |                    |   |                                       |       |                    |   |        |        |   |   |        |       
|Income from operations     |                                       |   | 2,080              |       |                    |   | 2,863                                 |       |                    |   | 6,164  |        |   |   | 7,376  |       
|Other income (expense):    |                                       |   |                    |       |                    |   |                                       |       |                    |   |        |        |   |   |        |       
|                           | Interest expense                      |   |                    | (27   | )                  |   |                                       | (244  | )                  |   |        | (88    | ) |   |        | (1,046 | )
|                           | Other, net                            |   |                    | 121   |                    |   |                                       | 110   |                    |   |        | 448    |   |   |        | 270    |  
|                           |                                       |   |                    |       |                    |   |                                       |       |                    |   |        |        |   |   |        |       
|                           |                                       |   | 94                 |       |                    |   | (134                                  | )     |                    |   | 360    |        |   |   | (776   | )     
|                           |                                       |   |                    |       |                    |   |                                       |       |                    |   |        |        |   |   |        |       
|Income before income taxes |                                       |   | 2,174              |       |                    |   | 2,729                                 |       |                    |   | 6,524  |        |   |   | 6,600  |       
|Income taxes               |                                       |   | 826                |       |                    |   | 1,091                                 |       |                    |   | 2,479  |        |   |   | 2,634  |       
|                           |                                       |   |                    |       |                    |   |                                       |       |                    |   |        |        |   |   |        |       
|Net income                 |                                       | $ | 1,348              |       |                    | $ | 1,638                                 |       |                    | $ | 4,045  |        |   | $ | 3,966  |       
|                           |                                       |   |                    |       |                    |   |                                       |       |                    |   |        |        |   |   |        |       
|Income per share:          |                                       |   |                    |       |                    |   |                                       |       |                    |   |        |        |   |   |        |       
|                           | Basic                                 |   | $                  | 0.18  |                    |   | $                                     | 0.23  |                    |   | $      | 0.55   |   |   | $      | 0.55   |  
|                           |                                       |   |                    |       |                    |   |                                       |       |                    |   |        |        |   |   |        |       
|                           | Diluted                               |   | $                  | 0.18  |                    |   | $                                     | 0.22  |                    |   | $      | 0.53   |   |   | $      | 0.54   |  
|                           |                                       |   |                    |       |                    |   |                                       |       |                    |   |        |        |   |   |        |       

The accompanying notes are an integral part of the financial statements.

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Landair Corporation




Condensed Consolidated Statements of Cash Flows
(Unaudited)

|                                                       |                                       |   |                    |        |                    |   |         |        |  
|------------------------------------------------------ | ------------------------------------- | - | ------------------ | ------ | ------------------ | - | ------- | ------ | -
|                                                       |                                       |   | Nine months ended 
|                                                       |                                       |   |                   
|                                                       |                                       |   | September 30, 2002 |        | September 30, 2001
|                                                       |                                       |   |                    |        |                   
|                                                       |                                       |   | (In thousands)    
|Cash provided by operations:                           |                                       |   |                    |        |                    |   |         |       
|Net income                                             |                                       | $ | 4,045              |        |                    | $ | 3,966   |       
|Loss on disposal                                       |                                       |   | 7                  |        |                    |   | 22      |       
|Depreciation and amortization                          |                                       |   | 7,101              |        |                    |   | 7,072   |       
|Changes in operating assets and liabilities:           |                                       |   |                    |        |                    |   |         |       
|                                                       | Accounts receivable                   |   |                    | (369   | )                  |   |         | 2,150  |  
|                                                       | Other receivables                     |   |                    | (1,917 | )                  |   |         | 264    |  
|                                                       | Inventories                           |   |                    | 185    |                    |   |         | 345    |  
|                                                       | Other assets                          |   |                    | 31     |                    |   |         |       |  
|                                                       | Prepaid expenses                      |   |                    | (749   | )                  |   |         | (630   | )
|                                                       | Accounts payable and accrued expenses |   |                    | (353   | )                  |   |         | (1,863 | )
|                                                       | Income taxes                          |   |                    | 1,129  |                    |   |         | 3,242  |  
|                                                       |                                       |   |                    |        |                    |   |         |       
|Net cash provided by operations                        |                                       |   | 9,110              |        |                    |   | 14,568  |       
|Investing activities:                                  |                                       |   |                    |        |                    |   |         |       
|Proceeds from disposal of property and
equipment       |                                       |   | 4,944              |        |                    |   | 2,302   |       
|Purchases of property and equipment                    |                                       |   | (10,359            | )      |                    |   | (86     | )     
|                                                       |                                       |   |                    |        |                    |   |         |       
|Net cash (used in) provided by investing activities    |                                       |   | (5,415             | )      |                    |   | 2,216   |       
|Financing activities:                                  |                                       |   |                    |        |                    |   |         |       
|Payments of long-term debt                             |                                       |   | (2,881             | )      |                    |   | (16,459 | )     
|Repurchase of common stock                             |                                       |   | (1,308             | )      |                    |   | (514    | )     
|Common stock issued under employee stock purchase plan |                                       |   | 54                 |        |                    |   | 28      |       
|Proceeds from exercise of stock options                |                                       |   | 440                |        |                    |   | 159     |       
|                                                       |                                       |   |                    |        |                    |   |         |       
|Cash used in financing activities                      |                                       |   | (3,695             | )      |                    |   | (16,786 | )     
|                                                       |                                       |   |                    |        |                    |   |         |       
|Decrease in cash and cash equivalents                  |                                       | $ |                   |        |                    | $ | (2      | )     
|                                                       |                                       |   |                    |        |                    |   |         |       
|Cash and cash equivalents at beginning of period       |                                       | $ | 6                  |        |                    | $ | 9       |       
|                                                       |                                       |   |                    |        |                    |   |         |       
|Cash and cash equivalents at end of period             |                                       | $ | 6                  |        |                    | $ | 7       |       
|                                                       |                                       |   |                    |        |                    |   |         |       

The accompanying notes are an integral part of the financial statements.

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Landair Corporation




Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2002

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in
the United States for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by accounting principles
generally accepted in the United States for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the nine-month period ended September 30, 2002 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2002. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Landair Corporation
Annual Report on Form 10-K for the year ended December 31, 2001.

The balance sheet at December 31, 2001 has been derived from the audited
financial statements at that date, but does not include all of the financial
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements.

2. Comprehensive Income

The Company had no items of other comprehensive income in 2002 or 2001 and,
accordingly, comprehensive income is equivalent to net income.

3. Reclassifications

Certain reclassifications have been made to prior year financial statements to
conform to the 2002 presentation. These reclassifications had no effect on net
income as previously reported.

4. Income Per Share

On August 15, 2002, the Company announced that its Board of Directors approved
a three-for-two split of the common shares which was distributed on September
9, 2002 to shareholders of record as of August 30, 2002. Common stock issued
and additional paid-in capital have been restated to reflect this split for all
years presented. All common share and per share data included in the condensed
consolidated financial statements and notes thereto have been restated to give
effect to the stock split.

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Landair Corporation

Notes to Condensed Consolidated Financial Statements (continued)

4. Income Per Share (continued)

The following table sets forth the computation of basic and diluted income per
share (in thousands, except per share data):

|                           |                                                                               |   |                    |       |                    |   |                    |       |                    |   |      |       |  |   |      |       | 
|-------------------------- | ----------------------------------------------------------------------------- | - | ------------------ | ----- | ------------------ | - | ------------------ | ----- | ------------------ | - | ---- | ----- |  | - | ---- | ----- | 
|                           |                                                                               |   | Three months ended |       | Nine months ended 
|                           |                                                                               |   |                    |       |                   
|                           |                                                                               |   | September 30, 2002 |       | September 30, 2001 |   | September 30, 2002 |       | September 30, 2001
|                           |                                                                               |   |                    |       |                    |   |                    |       |                   
|Numerator:                 |                                                                               |   |                    |       |                    |   |                    |       |                    |   |      |       |  |   |      |      
|                           | Numerator for basic and diluted
earnings per share  net income               |   | $                  | 1,348 |                    |   | $                  | 1,638 |                    |   | $    | 4,045 |  |   | $    | 3,966 | 
|Denominator:               |                                                                               |   |                    |       |                    |   |                    |       |                    |   |      |       |  |   |      |      
|                           | Denominator for basic earnings per
share  weighted-average shares            |   |                    | 7,386 |                    |   |                    | 7,248 |                    |   |      | 7,408 |  |   |      | 7,259 | 
|                           | Effect of dilutive stock options                                              |   |                    | 198   |                    |   |                    | 164   |                    |   |      | 188   |  |   |      | 136   | 
|                           |                                                                               |   |                    |       |                    |   |                    |       |                    |   |      |       |  |   |      |      
|                           | Denominator for diluted earnings per
share  adjusted weighted-average
shares |   |                    | 7,584 |                    |   |                    | 7,412 |                    |   |      | 7,596 |  |   |      | 7,395 | 
|                           |                                                                               |   |                    |       |                    |   |                    |       |                    |   |      |       |  |   |      |      
|Basic earnings per share   |                                                                               | $ | 0.18               |       |                    | $ | 0.23               |       |                    | $ | 0.55 |       |  | $ | 0.55 |      
|                           |                                                                               |   |                    |       |                    |   |                    |       |                    |   |      |       |  |   |      |      
|Diluted earnings per share |                                                                               | $ | 0.18               |       |                    | $ | 0.22               |       |                    | $ | 0.53 |       |  | $ | 0.54 |      
|                           |                                                                               |   |                    |       |                    |   |                    |       |                    |   |      |       |  |   |      |      

5. Income Taxes

For the nine months ended September 30, 2002 and 2001, the effective income tax
rate varied from the statutory federal income tax rate of 34% primarily as a
result of the effect of state income taxes, net of the federal benefit, and
permanent differences.

6. Commitments and Contingencies

The primary claims in the Companys business are workers compensation,
property damage, auto liability and medical benefits. Most of the Companys
insurance coverage provides for self-insurance levels with primary and excess
coverage which management believes is sufficient to adequately protect the
Company from catastrophic claims. In the opinion of management, adequate
provision has been made for all incurred claims up to the self-insured limits,
including provision for estimated claims incurred but not reported.

The Company estimates its self-insurance loss exposure by evaluating the merits
and circumstances surrounding individual known claims, and by performing
hindsight analysis to determine an estimate of probable losses on claims
incurred but not reported. Such losses could be realized immediately as the
events underlying the claims have already occurred as of the balance sheet
dates.

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Landair Corporation

Notes to Condensed Consolidated Financial Statements (continued)

6. Commitments and Contingencies (continued)

Because of the uncertainty of the ultimate resolution of outstanding claims, as
well as uncertainty regarding claims incurred but not reported, it is possible
that managements provision for these
losses could change materially in the near term. However, no estimate can
currently be made of the range of additional loss that is at least reasonably
possible.

7. Impact of Recently Issued Accounting Standards

In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 141, Business Combinations, effective
for business combinations occurring on or after July 1, 2001, and SFAS No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning
after December 15, 2001. Under the new rules in SFAS No. 142, goodwill and
intangible assets deemed to have indefinite lives are no longer amortized but
are subject to annual impairment tests in accordance with the Statement. Other
intangible assets will continue to be amortized over their useful lives.

The Company applied the new rules on accounting for goodwill and other
intangible assets beginning in the first quarter of 2002. Application of the
nonamortization provisions of the Statement had no effect on net income upon
adoption.

SFAS No. 143, Accounting for Asset Retirement Obligations, issued in August
2001, addresses financial accounting and reporting for obligations associated
with the retirement of tangible long-lived assets and for the associated
retirement costs. SFAS No. 143, which applies to all entities that have a
legal obligation associated with the retirement of tangible long-lived assets,
is effective for fiscal years beginning after June 15, 2001. The adoption of
SFAS No. 143 did not have a material impact on the Companys financial
condition or results of operations.

SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived Assets,
issued in October 2001, addresses financial accounting and reporting for the
impairment or disposal of long-lived assets. SFAS No. 144, which applies to
all entities, is effective for fiscal years beginning after December 15, 2001.
The adoption of SFAS No. 144 did not have a material impact on the Companys
financial condition or results of operations.

SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
Statement No. 13, and Technical Corrections, issued in April 2002, among other
things, rescinds SFAS No. 4, which required all gains and losses from the
extinguishment of debt to be classified as an extraordinary item and amends
SFAS No. 13 to require that certain lease modifications that have economic
effects similar to sale-leaseback transactions be accounted for in the same
manner as sale-leaseback transactions. SFAS No. 145 is effective for fiscal
year beginning after May 15, 2002.

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Landair Corporation

Notes to Condensed Consolidated Financial Statements (continued)

7. Impact of Recently Issued Accounting Standards (continued)

SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities,
issued in June 2002, requires that a liability for the cost associated with an
exit or disposal activity be recognized when the liability is incurred. SFAS
No. 146 also established that fair value is the objective for
initial measurement of the liability. The provisions of this Statement are
effective for exit or disposal activities that are initiated after December 31,
2002.

8. Subsequent Event

On October 11, 2002, the Company received a buy-out proposal from Scott M.
Niswonger, the Companys Chairman of the Board and Chief Executive Officer, and
John A Tweed, the Companys President and Chief Operating Officer. Under the
proposal, Messrs. Niswonger and Tweed would acquire all of the outstanding
shares of common stock of the Company not already owned by them for $13.00 per
share payable in cash.

On October 14, 2002, a Special Committee of the Companys Board of Directors
composed of independent directors was formed to evaluate the proposal. The
Special Committee expects to obtain a financial advisor to consider the
fairness of the transaction from a financial perspective. The transaction is
contingent upon Messrs. Niswonger and Tweed arranging suitable financing. No
assurance can be given as to whether any transaction will occur or as to the
timing or terms of the transaction.

9



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##### Table of Contents






Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

The following table sets forth the percentage relationship of expense items to
operating revenue for the periods indicated.

|                           |                                       |  |                    |      |                    |  |                    |      |                    |  |       |      |   |  |       |      |  
|-------------------------- | ------------------------------------- |  | ------------------ | ---- | ------------------ |  | ------------------ | ---- | ------------------ |  | ----- | ---- | - |  | ----- | ---- | -
|                           |                                       |  | Three months ended |      | Nine months ended 
|                           |                                       |  |                    |      |                   
|                           |                                       |  | September 30, 2002 |      | September 30, 2001 |  | September 30, 2002 |      | September 30, 2001
|                           |                                       |  |                    |      |                    |  |                    |      |                   
|Operating revenue          |                                       |  | 100.0              | %    |                    |  | 100.0              | %    |                    |  | 100.0 | %    |   |  | 100.0 | %   
|Operating expenses:        |                                       |  |                    |      |                    |  |                    |      |                    |  |       |      |   |  |       |     
|                           | Salaries, wages and employee
benefits |  |                    | 32.9 |                    |  |                    | 33.7 |                    |  |       | 32.4 |   |  |       | 33.6 |  
|                           | Purchased transportation              |  |                    | 23.7 |                    |  |                    | 22.8 |                    |  |       | 24.0 |   |  |       | 24.8 |  
|                           | Fuel and fuel taxes                   |  |                    | 10.7 |                    |  |                    | 10.7 |                    |  |       | 10.5 |   |  |       | 10.6 |  
|                           | Depreciation and amortization         |  |                    | 9.1  |                    |  |                    | 8.9  |                    |  |       | 9.2  |   |  |       | 8.6  |  
|                           | Insurance and claims                  |  |                    | 2.5  |                    |  |                    | 1.9  |                    |  |       | 3.4  |   |  |       | 2.4  |  
|                           | Operating leases                      |  |                    | 1.4  |                    |  |                    | 1.9  |                    |  |       | 1.6  |   |  |       | 1.7  |  
|                           | Other operating expenses              |  |                    | 11.5 |                    |  |                    | 9.0  |                    |  |       | 10.9 |   |  |       | 9.3  |  
|                           |                                       |  |                    |      |                    |  |                    |      |                    |  |       |      |   |  |       |     
|                           |                                       |  | 91.8               |      |                    |  | 88.9               |      |                    |  | 92.0  |      |   |  | 91.0  |     
|                           |                                       |  |                    |      |                    |  |                    |      |                    |  |       |      |   |  |       |     
|Income from operations     |                                       |  | 8.2                |      |                    |  | 11.1               |      |                    |  | 8.0   |      |   |  | 9.0   |     
|Other income (expense):    |                                       |  |                    |      |                    |  |                    |      |                    |  |       |      |   |  |       |     
|                           | Interest expense                      |  |                    | (0.1 | )                  |  |                    | (0.9 | )                  |  |       | (0.1 | ) |  |       | (1.3 | )
|                           | Other, net                            |  |                    | 0.4  |                    |  |                    | 0.4  |                    |  |       | 0.5  |   |  |       | 0.3  |  
|                           |                                       |  |                    |      |                    |  |                    |      |                    |  |       |      |   |  |       |     
|                           |                                       |  | 0.3                |      |                    |  | (0.5               | )    |                    |  | 0.4   |      |   |  | (1.0  | )   
|                           |                                       |  |                    |      |                    |  |                    |      |                    |  |       |      |   |  |       |     
|Income before income taxes |                                       |  | 8.5                |      |                    |  | 10.6               |      |                    |  | 8.4   |      |   |  | 8.0   |     
|Income taxes               |                                       |  | 3.2                |      |                    |  | 4.2                |      |                    |  | 3.2   |      |   |  | 3.2   |     
|                           |                                       |  |                    |      |                    |  |                    |      |                    |  |       |      |   |  |       |     
|Net income                 |                                       |  | 5.3                | %    |                    |  | 6.4                | %    |                    |  | 5.2   | %    |   |  | 4.8   | %   
|                           |                                       |  |                    |      |                    |  |                    |      |                    |  |       |      |   |  |       |     

Three Months Ended September 30, 2002 Compared to Three Months Ended September
30, 2001

Operating revenue decreased by $331,000, or 1.3%, to $25.5 million in the third
quarter of 2002 from $25.8 million in 2001. This decrease was the result of a
decrease in the Companys overall revenue rate per mile in the third quarter of
2002 compared to the same quarter in 2001, partially offset by higher equipment
utilization. The Companys overall revenue rate per mile was $1.23 in the
third quarter of 2001 compared to $1.22 in the third quarter of 2002. The
average revenue per tractor per week increased from $2,619 in the third quarter
of 2001 to $2,637 in the third quarter of 2002. The average tractors in
service, including owner-operators, in both the third quarter of 2002 and 2001
was 720 units.

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The operating ratio (operating expenses as a percentage of operating revenue)
was 91.8% for the third quarter of 2002 compared to 88.9% for 2001. The
increase in the operating ratio in 2002 was
primarily a result of higher insurance and claims and other operating expenses
offset partially by lower salaries, wages and benefits, and other factors as
discussed below.

Salaries, wages and employee benefits were 32.9% of operating revenue in the
third quarter of 2002 compared with 33.7% in 2001. The decrease in salaries,
wages and employee benefits as a percentage of operating revenue was attributed
to a decrease in the percentage of Company-operated tractors as a percentage of
the fleet as a whole including owner-operated tractors. Company-operated
tractors represented 71.5% of the fleet in the third quarter of 2002 compared
to 75.0% in the third quarter of 2001.

Purchased transportation was 23.7% of operating revenue in the third quarter of
2002 compared to 22.8% in 2001. In the third quarter of 2002, owner-operated
tractors averaged approximately 28.5% of the Companys fleet. In the third
quarter of 2001, owner-operated tractors averaged approximately 25.0% of the
Companys fleet.

Fuel and fuel taxes were 10.7% of operating revenue in the third quarter of
2002 compared to 10.7% in 2001. A decrease in the percentage of
Company-operated tractors as a percentage of the fleet as a whole, including
owner-operator tractors, was offset by a higher cost of fuel, including fuel
and mileage taxes, net of fuel surcharge, on a per mile basis in the third
quarter of 2002 compared to the same quarter in 2001.

Depreciation and amortization expense as a percentage of operating revenue was
9.1% in the third quarter of 2002 compared to 8.9% in 2001. Depreciation and
amortization expense is a relatively fixed cost and did not fluctuate
significantly from the third quarter of 2001 compared to the third quarter of
2002. A lower revenue base in the third quarter of 2002 compared to the third
quarter of 2001 increased depreciation and amortization expense in the third
quarter of 2002 compared to the same quarter in 2001.

Insurance and claims were 2.5% of operating revenue in the third quarter of
2002 compared to 1.9% in 2001. The increase in insurance and claims expense
primarily is a result of an unfavorable loss experience during the third
quarter of 2002 compared with 2001 coupled with higher premium costs during the
same period.

Operating leases were 1.4% of operating revenue in the third quarter of 2002
compared to 1.9% in 2001. In the third quarter of 2001, the Company had a
significant number of trailers outstanding under a short-term rental agreement.
These trailers were subsequently returned. Consequently, the Company did not
incur these short-term rental charges in the third quarter of 2002.

Other operating expenses, a large component of which relates to equipment
maintenance, were 11.5% of operating revenue in the third quarter of 2002
compared with 9.0% in 2001. Equipment maintenance costs increased to 4.5% of
operating costs in the third quarter of 2002 from 3.7% of operating costs in
the third quarter of 2001. Recruiting costs, which are included in other
operating expenses, increased from 0.4% of revenue in the third quarter of 2001
to

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1.0% of revenue in the third quarter of 2002. Also, in the third quarter of
2001, the Company determined that its allowance for doubtful accounts was in
excess of the needed amount by approximately $190,000 and,
accordingly, reduced this allowance by a like amount. The reduction in the
allowance for doubtful accounts had a positive impact on other operating
expenses as a percent of revenue in the third quarter of 2001 of 0.7% of
operating revenue.

Interest expense was $27,000, or 0.1% of operating revenue, in the third
quarter of 2002 compared with $244,000 or 0.9% in 2001. The decrease was a
result of lower average net borrowings during 2002 resulting from the Companys
repayment of a substantial portion of its long-term debt coupled with lower
effective interest rates in the third quarter of 2002 compared to the third
quarter of 2001.

The combined federal and state effective tax rate for the third quarter of 2002
was 38.0% compared to 40.0% for 2001.

As a result of the foregoing factors, net income decreased by $300,000 from
$1.6 million in the third quarter of 2001 to $1.3 million in the third quarter
of 2002.

Nine Months Ended September 30, 2002 Compared to Nine Months Ended September
30, 2001

Operating revenue decreased by $4.4 million, or 5.3%, to $77.5 million in the
first nine months of 2002 from $81.9 million in 2001. This decrease was the
result of a 7.4% decrease in the average tractors in service, including
owner-operators, during the first nine months of 2002 compared with the same
period in 2001, partially offset by higher equipment utilization. During the
first nine months of 2002 and 2001, the average tractors in service were 726
and 784, respectively. The average revenue per tractor per week increased from
$2,512 in the first nine months of 2001 to $2,609 in the first nine months of
2002.

The operating ratio (operating expenses as a percentage of operating revenue)
was 92.0% for the first nine months of 2002 compared to 91.0% for 2001. The
increase in the operating ratio in 2002 was primarily a result of the factors
discussed below.

Salaries, wages and employee benefits were 32.4% of operating revenue in the
first nine months of 2002 compared to 33.6% in 2001. The decrease in salaries,
wages and employee benefits as a percentage of operating revenue resulted from
a decrease in the number of non-driver employees the Company employed in the
first nine months of 2002 compared to the first nine months of 2001 and lower
group health costs during the first nine months of 2002 versus the first nine
months of 2001. The Company increased its tractor to non-driver employee ratio
from approximately 4.1 to one in the first nine months of 2001 to approximately
4.8 to one in the first nine months of 2002. Group health insurance costs as a
percentage of revenue decreased from 2.7% of revenue in the first nine months
of 2001 to 1.6% of revenue in the first nine months of 2002. These reductions
were partially offset by an increase in the percentage of Company-operated
tractors as a percentage of the fleet as a whole including owner-operated
tractors. Company-operated tractors represented 72.2% of the fleet in the first
nine months of 2002 compared to 70.4% in the first nine months of 2001.

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Purchased transportation was 24.0% of operating revenue in the first nine
months of 2002 compared to 24.8% in 2001. The decrease in purchased
transportation as a percentage of operating revenue in the first nine months of
2002 was primarily attributable to a decrease in the percentage of
owner-operated tractors as a percentage of the Companys overall fleet. In the
first nine months of 2002, owner-operated tractors averaged approximately 27.8%
of the Companys fleet. In the first nine months of 2001, owner-operated
tractors averaged approximately 29.6% of the Companys fleet.

Fuel and fuel taxes were 10.5% of operating revenue in the first nine months of
2002 compared to 10.6% in 2001. The decrease in fuel and fuel taxes as a
percentage of operating revenue during the first nine months of 2002 was
primarily attributable to a decrease in the average price of fuel, net of fuel
surcharge, during the first nine months of 2002 compared to the same period in
2001 and was offset by an increase in the percentage of Company-operated
tractors compared to owner-operated tractors as previously discussed.
Owner-operators are responsible for purchasing their own fuel.

Depreciation and amortization expense as a percentage of operating revenue was
9.2% in the first nine months of 2002 compared to 8.6% in 2001. The increase
in depreciation and amortization as a percentage of operating revenue was
attributable to the increase in the percent of Company-operated tractors as a
percentage of the Companys overall fleet as previously discussed.

Insurance and claims were 3.4% of operating revenue in the first nine months of
2002 compared with 2.4% in 2001. The increase in insurance and claims expense
was primarily a result of an increase in vehicle liability claims during the
first nine months of 2002 compared with 2001 coupled with higher insurance
premium costs during the 2002 period.

Operating leases were 1.6% of operating revenue in the first nine months of
2002 compared to 1.7% in 2001.

Other operating expenses, a large component of which relates to equipment
maintenance, were 10.9% of operating revenue in the first nine months of 2002
compared with 9.3% in 2001. Equipment maintenance costs increased to 4.6% of
operating costs in the first nine months of 2002 from 3.6% of operating costs
in the first nine months of 2001. Recruiting costs, which are included in
other operating expenses, increased from 0.4% of revenue during the first nine
months of 2001 to 0.7% of revenue during the first nine months of 2002. The
reduction in the allowance for doubtful accounts in the third quarter of 2001,
as previously discussed, also had a positive impact on other operating expenses
as a percent of revenue in 2001.

Interest expense was $88,000, or 0.1% of operating revenue, in the first nine
months of 2002 compared with $1.0 million or 1.3% in 2001. The decrease was a
result of lower average net borrowings during 2002 resulting from the Companys
strategy to repay long-term debt coupled with lower effective interest rates in
the first nine months of 2002 compared to the first nine months of 2001.

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The combined federal and state effective tax rate for the first nine months of
2002 was 38.0% compared to 40.0% for 2001.

As a result of the foregoing factors, net income increased by $79,000 in the
first nine months of 2002 compared to the first nine months of 2001.

Liquidity and Sources of Capital

Working capital needs generally have been met with cash flows from operations
and borrowings under credit agreements. Net cash provided by operating
activities of the Company was $9.1 million for the first nine months of 2002
compared with $14.6 million in the same period of 2001.

Net cash used in investing activities was approximately $5.4 million in the
first nine months of 2002 compared with net cash provided by investing
activities of approximately $2.2 million in the same period of 2001. Investing
activities consisted primarily of the purchase of revenue equipment, net of
proceeds from disposal of revenue equipment, during the first nine months of
2002. Investing activities consisted primarily of the proceeds from the
disposal of revenue equipment during the third quarter of 2001.

Net cash used in financing activities was $3.7 million in the first nine months
of 2002 compared with net cash used in financing activities of $16.8 million in
the same period of 2001. Financing activities consisted primarily of the
repayment of long-term debt during the first nine months of 2002 and 2001.

The Company has a working capital line of credit facility. Subject to
maintenance of financial covenants and ratios, this credit facility permits the
Company to borrow up to $15.0 million under the working capital line of credit.
Interest rates for advances under the facility vary based on covenants related
to total indebtedness, cash flows, results of operations and other ratios. The
facility bears interest at LIBOR plus 0.75% to 1.75% and is secured by accounts
receivable and certain revenue equipment. The Companys working capital line
of credit expires on April 30, 2004. Availability under the line of credit is
reduced by the amount of outstanding letters of credit. Among other
restrictions, the terms of the line of credit require maintenance of certain
levels of net worth and other financial ratios. As of September 30, 2002, the
Company had $784,000 in outstanding borrowings and $3.1 million outstanding
letters of credit under the working capital line of credit facility. As of
September 30, 2002, the Company had $11.1 million of additional available
borrowing capacity under the working capital line of credit.

The Company expects to finance its normal operating requirements and planned
revenue equipment purchases through available borrowing capacity under its
existing line of credit and cash generated by operations. The availability of
debt financing or equity capital will depend upon the Companys financial
condition and results of operations as well as prevailing market conditions and
other factors over which the Company has little or no control.

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In September 2002, Warehouse Logistics, L.L.C. (Warehouse) informed a
Special Committee of the Board of Directors that Warehouse was withdrawing its
offer to sell to the Company certain assets of Warehouse consisting primarily
of service contracts and leasehold interests for $8.0 million payable in cash
plus assumption of certain liabilities. The Special Committee evaluating the
proposed acquisition of Warehouse was created in February 2002 by the Board of
Directors. Warehouse is a company owned by Messrs. Niswonger and Tweed, both
of whom are officers, directors and shareholders of the Company.

On October 11, 2002, the Company received a buy-out proposal from Scott M.
Niswonger, the Companys Chairman of the Board and Chief Executive Officer, and
John A Tweed, the Companys President and Chief Operating Officer. Under the
proposal, Messrs. Niswonger and Tweed would acquire all of the outstanding
shares of common stock of the Company not already owned by them for $13.00 per
share payable in cash.

On October 14, 2002, a Special Committee of the Companys Board of Directors
composed of independent directors was formed to evaluate the proposal. The
Special Committee expects to obtain a financial advisor to consider the
fairness of the transaction from a financial perspective. The transaction is
contingent upon Messrs. Niswonger and Tweed arranging suitable financing. No
assurance can be given as to whether any transaction will occur or as to the
timing or terms of the transaction.

Forward-Looking Statements

This report contains statements with respect to the Companys beliefs and
expectations of the outcomes of future events that are forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995.
Written forward-looking statements may appear in documents filed with the
Securities and Exchange Commission (the Commission), in press releases and in
reports to shareholders. Oral forward-looking statements may be made by the
Companys executive officers and directors on behalf of the Company to the
press, potential investors, securities analysts and others. The Private
Securities Litigation Reform Act of 1995 contains a safe harbor for
forward-looking statements. The Company relies on this safe harbor in making
such disclosures. In connection with this safe harbor provision, the Company
is hereby identifying important factors that could cause actual results to
differ materially from those contained in any forward-looking statement made by
or on behalf of the Company in this report. Without limitation, factors that
might cause such a difference include economic factors such as recessions,
inflation, higher interest rates, downturns in customer business cycles,
competition, surplus inventories, loss of a major customer, fuel price
increases, the Companys lack of prior operating history as an independent
entity, the inability of the Companys information systems to handle increased
volume of freight, and the lack of availability of qualified drivers and

15



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independent owner-operators needed to serve the Companys transportation needs.
Forward-looking statements can be identified by words such as expects,
anticipates, intends, plans, believes, estimates, projects, and
similar expressions. The Company does not undertake any obligation to update
or to release publicly any revisions to forward-looking statements contained in
this report to reflect events or circumstances occurring after the date of this
report or to reflect the occurrence of unanticipated events.




Item 3. Quantitative and Qualitative Disclosure of Market Risk

The Company is exposed to market risk from changes in interest rates and
commodity prices. To reduce such risks, the Company from time to time uses
forward purchase contracts for fuel. All such forward purchase transactions are
authorized by management.

Interest Rates

At September 30, 2002 and 2001, the fair value of the Companys total variable
rate debt was estimated to be approximately $3.2 million and $4.5 million,
respectively, which approximated carrying value based on the Companys current
incremental borrowing rates for similar types of borrowing arrangements. At
these borrowing levels, a hypothetical 10.0% adverse change in interest rates
on the debt would increase interest expense and decrease income before income
taxes by a nominal amount in the first nine months of 2002 and 2001. These
amounts were determined by considering the impact of the hypothetical interest
rate increase on the Companys borrowing cost at the September 30, 2002 and
2001 borrowing levels.

Commodities

The availability and price of fuel are subject to fluctuations from factors
such as seasonality, weather, government programs and policies, and changes in
global production. To reduce price sensitivity caused by market fluctuations,
the Company from time to time enters into forward purchase contracts. At
September 30, 2002 and 2001, the Company had no outstanding commitments to
purchase fuel.

The above market risk discussion and the estimated amounts presented are
forward-looking statements of market risk based on the assumed occurrence of
certain adverse market conditions. Actual results in the future may differ
materially from those projected as a result of actual developments in the
market.

16



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##### Table of Contents






Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Within 90 days of the filing of this report, the principal executive officer
and principal financial officer of the Company, under the supervision and with
the participation of the Companys management, have evaluated the disclosure
controls and procedures of the Company as defined in Exchange Act Rule
13(a)-14(c) and have determined that such controls and procedures are
effective.

Changes in Internal Controls

There have been no significant changes (including corrective actions with
regard to significant deficiencies or material weaknesses) in the Companys
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation referred to in the paragraph
above.

17



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##### Table of Contents






Part II. Other Information




Item 1. Legal Proceedings

On October 11, 2002, three complaints were filed against the Company and its
Board of Directors in the Circuit Court for Greene County, Tennessee by three
alleged shareholders of the Company. These actions were brought individually and as
putative class actions on behalf of the public shareholders of the Company
other than the defendants and any person or entity related to or affiliated
with any of the defendants. The complaints generally allege, among other
things, that the defendant directors are breaching their fiduciary duties to
the Companys shareholders in connection with the buy-out proposal from Messrs.
Niswonger and Tweed pursuant to which they would acquire all of the outstanding
shares of the Company not already owned by them for $13.00 per share. The
complaints seek, among other things, preliminary and permanent injunctive
relief enjoining the Company from proceeding with the buy-out proposal. The
Company believes these lawsuits are entirely without merit.

Additionally, the Company is, from time to time, a party to litigation arising
in the normal course of its business, most of which involve claims for personal
injury and property damage incurred in connection with the transportation of
freight. Management believes that none of these actions, individually or in
the aggregate, will have a material adverse effect on the financial condition
or results of operations of the Company.




Item 2. Changes in Securities and Use of Proceeds

Not Applicable




Item 3. Defaults Upon Senior Securities

Not Applicable




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

Not Applicable




Item 5. Other Information

Not Applicable

18



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##### Table of Contents






Item 6. Exhibits and Reports on Form 8-K

The following exhibits are included herein:



|(1) |  | Exhibits  Not applicable                                                                                                                                                                                                                                                                                                                                               
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Reports on Form 8-K  On August 14, 2002, the Company filed a report on
Form 8-K with the Commission regarding Section 906 certifications by
certain officers. Simultaneously with filing this Form 10-Q, the Company
has filed a Form 8-K related to the certification requirements pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

19



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Signatures

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

|                       |  |                     |  |                                                                   
|---------------------- |  | ------------------- |  | ------------------------------------------------------------------
|                       |  | Landair Corporation
|                       |  |                     |  |                                                                   
|Date: November 1, 2002 |  | By:                 |  | /s/ Andrew J. Mantey                                              
|                       |  |                     |  |                                                                   
|                       |  |                     |  | Andrew J. Mantey
Chief Financial Officer
and Senior Vice President

20



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##### Table of Contents



CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Scott M. Niswonger, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Landair
Corporation;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;

b) evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.     The registrants other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have identified for
the registrants auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants internal
controls; and





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##### Table of Contents



6.     The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|      |  |                                                                               | 
|----- |  | ----------------------------------------------------------------------------- | 
|Date: |  | November 1, 2002                                                             
|     
|By:   |  | /s/ Scott M. NiswongerScott M. Niswonger
Chairman and
Chief Executive Officer





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##### Table of Contents



CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Andrew J. Mantey, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Landair
Corporation;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;

b) evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.     The registrants other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have identified for
the registrants auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants internal
controls; and





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6.     The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|      |  |                                                                                                   | 
|----- |  | ------------------------------------------------------------------------------------------------- | 
|Date: |  | November 1, 2002                                                                                 
|     
|By:   |  | /s/ Andrew J. ManteyAndrew J. Mantey
Chief Financial Officer,
Senior Vice President and
Treasurer