AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                       SIMON TRANSPORTATION SERVICES INC.


                                    ARTICLE I
                                     OFFICES

        1.        Principal Office.  The  principal  office  of  the Corporation
shall be in Washoe County,  Nevada,  which initially shall be its known place of
business.

        2.        Other  Offices.  The  Corporation  may  also  have  offices at
such other  places  both within and without the State of Nevada as the  Board of
Directors may from time to time determine or the business of the Corporation may
require.


                                   ARTICLE II
                                  STOCKHOLDERS

        1.        Annual  Meeting.  The   annual   meeting  of the  Stockholders
shall be held at such date and  time as the  Board of Directors shall determine,
for the purpose of electing  Directors  and  for  the  transaction of such other
business as may properly come before the meeting.

        2.        Special  Meetings.  Special  meetings of the  Stockholders may
be called for any purpose or purposes at any time by a majority of  the Board of
Directors, the Chairman of the Board or the Chief Executive Officer.

        3.        Place of  Meetings.  Annual  and  special   meetings  of   the
Stockholders  may be held at such time and place  within or without the State of
Nevada  as  shall  be  stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

        4. Notice of Meeting. Written notice stating the place, date and hour of
the meeting and, in the case of a special  meeting,  the purpose or purposes for
which the meeting is called,  shall be delivered to each  Stockholder  of record
entitled to vote at such meeting not less than ten (10) nor more than sixty (60)
days before the date of the meeting.  Notice may be delivered either  personally
or by first class,  certified or registered mail, postage prepaid, and signed by
an officer of the  Corporation at the direction of the person or persons calling
the meeting.  If mailed,  notice shall be deemed to be delivered  when mailed to
the  Stockholder at his or her address as it appears on the stock transfer books
of the Corporation.  Delivery of any such notice to any officer of a corporation
or association,  or to any member of a partnership shall constitute  delivery of
such notice to such corporation, association or partnership. In the event of the
transfer  of stock  after  delivery or mailing of the notice of and prior to the
holding of the  meeting it shall not be  necessary  to deliver or mail notice of
the meeting to the transferee.  Notice need not be given of an adjourned meeting
if the  time and  place  thereof  are  announced  at the  meeting  at which  the
adjournment  is taken,  provided that such  adjournment  is for less than thirty
(30)  days and  further  provided  that a new  record  date is not fixed for the
adjourned  meeting,  in either of which events,  written notice of the adjourned
meeting shall be given to each  Stockholder  of record  entitled to vote at such
meeting.  At any adjourned  meeting,  any business may be transacted which might
have been transacted at the meeting as originally  noticed.  A written waiver of
notice,  whether given before or after the meeting to which it relates, shall be
equivalent  to the  giving of  notice  of such  meeting  to the  Stockholder  or
Stockholders signing such waiver. Attendance of a Stockholder at a meeting shall
constitute  a waiver of  notice of such  meeting,  except  when the  Stockholder
attends for the express  purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.

        5. Fixing Date for  Determination of Stockholders  Record. In order that
the Corporation may determine the Stockholders entitled to notice of and to vote
at any meeting of Stockholders or any adjournment thereof, or to express consent
to corporate  action in writing without a meeting,  or to receive payment of any
dividend or other  distribution  or allotment of any rights,  or to exercise any
rights in respect of any other  change,  conversion  or exchange of stock or for
the  purpose  of any other  lawful  action,  the Board of  Directors  may fix in
advance a record date, which shall not be more than sixty (60) nor less than ten
(10) days prior to the date of such meeting or such action,  as the case may be.
If the  Board of  Directors  has not  fixed a record  date for  determining  the
Stockholders entitled to notice of and to vote at a meeting of Stockholders, the
record date shall be at the close of business on the day next  preceding the day
on which the notice is given,  or if notice is waived,  at the close of business
on the day next  preceding the day on which the meeting is held. If the Board of
Directors has not fixed a record date for determining the Stockholders  entitled
to express  consent to corporate  action in writing  without a meeting,  when no
prior action by the Board of Directors  is  necessary,  the record date shall be
the day on which the first written consent is expressed by any  Stockholder.  If
the Board of Directors has not fixed a record date for determining  Stockholders
for any other purpose,  the record date shall be at the close of business on the
day on which the Board of Directors adopts the resolution  relating  thereto.  A
determination  of  Stockholders  of record entitled to notice of or to vote at a
meeting of Stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

        6. Record of Stockholders.  The Secretary or other officer having charge
of the stock transfer books of the Corporation  shall make, or cause to be made,
at least ten (10) days before every meeting of  Stockholders,  a complete record
of the  Stockholders  entitled  to  vote at a  meeting  of  Stockholders  or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares registered in the name of each Stockholder.  Such list shall be
open to the  examination  of any  Stockholder,  for any  purpose  germane to the
meeting,  during ordinary business hours, for a period of at least ten (10) days
prior to the meeting,  either at a place  specified in the notice of the meeting
or if not so specified,  at the Corporation's  principal place of business.  The
list shall also be produced and kept at the time and place of the meeting during
the whole time thereof and may be inspected by any Stockholder who is present.

        7. Quorum and Manner of Acting. At any meeting of the Stockholders,  the
presence,  in person or by proxy, of a majority of the total voting power of the
outstanding stock entitled to vote shall constitute a quorum for the transaction
of business except as otherwise  provided by the Nevada General  Corporation Law
or by the Articles of Incorporation of the Corporation,  as amended from time to
time (the "Articles of  Incorporation").  All shares represented and entitled to
vote on any single  subject matter which may be brought before the meeting shall
be  counted  for  quorum  purposes.  Only  those  shares  entitled  to vote on a
particular  subject  matter  shall be counted  for the purpose of voting on that
subject  matter.  Business  may be  conducted  once a quorum is present  and may
continue  to be  conducted  until  adjournment  sine  die,  notwithstanding  the
withdrawal  or  temporary  absence of  Stockholders  leaving less than a quorum.
Except as  otherwise  provided  in the  Nevada  General  Corporation  Law or the
Articles of Incorporation,  the affirmative vote of the holders of a majority of
the shares of stock then represented at the meeting and entitled to vote thereat
shall be the act of the Stockholders;  provided,  however, that if the shares of
stock so represented  are less than the number  required to constitute a quorum,
the  affirmative  vote must be such as would  constitute  a majority if a quorum
were present,  except that the affirmative  vote of the holders of a majority of
the  shares of stock  then  present  is  sufficient  in all  cases to  adjourn a
meeting.

        8. Voting of Shares of Stock.  Each Stockholder shall be entitled to the
number of votes (or  corresponding  fraction  thereof)  authorized for shares of
such  class or series in the  Corporation's  Articles  of  Incorporation  or any
certificate of designation  for such class or series for each share of stock (or
fraction  thereof)  standing  in  his,  her or its  name  on  the  books  of the
Corporation  on the record date. A  Stockholder  may vote either in person or by
valid proxy, as defined in Section 12 of this Article II, executed in writing by
the Stockholder or by his, her or its duly authorized  attorney in fact.  Shares
of its own stock  belonging to the Corporation or to another  corporation,  if a
majority of the shares  entitled to vote in the  election of  directors  of such
other  corporation is held,  directly or indirectly,  by the Corporation,  shall
neither be entitled to vote nor counted for quorum purposes;  provided, however,
that the foregoing  shall not limit the right of any  corporation to vote stock,
including  but not  limited  to its own  stock,  when held by it in a  fiduciary
capacity.  Shares of stock  standing in the name of another  corporation  may be
voted by such  officer,  agent or proxy as the bylaws of such other  corporation
may prescribe or, in the absence of such provision, as the Board of Directors of
such other corporation may determine.  Unless demanded by a Stockholder  present
in person or by proxy at any meeting of the  Stockholders  and  entitled to vote
thereat, or unless so directed by the chairman of the meeting,  the vote thereat
on any  question  need not be by ballot.  If such demand or direction is made, a
vote by  ballot  shall  be  taken,  and  each  ballot  shall  be  signed  by the
Stockholder voting, or by his or her proxy, and shall state the number of shares
voted.

        9.  Organization.  At each meeting of the Stockholders,  the Chairman of
the Board,  or, if he or she is absent therefrom or if no Chairman is appointed,
the Chief Executive Officer, or if he or she is absent therefrom, the President,
one of the Vice Presidents or, if all are absent  therefrom,  another officer of
the  Corporation  chosen as chairman of such meeting by  Stockholders  holding a
majority  of the  shares  present  in person or by proxy  and  entitled  to vote
thereat,  or, if all the officers of the  Corporation  are absent  therefrom,  a
Stockholder  of record so  chosen,  shall act as  chairman  of the  meeting  and
preside thereat.  The Secretary,  or, if he or she is absent from the meeting or
is required  pursuant to the  provisions of this Section 9 to act as chairman of
such  meeting,  the person (who shall be an Assistant  Secretary,  if any and if
present)  whom the chairman of the meeting  shall appoint shall act as secretary
of the meeting and keep the minutes thereof.

       10.  Order of  Business.  The order of  business  at each  meeting of the
Stockholders shall be determined by the chairman of such meeting,  but the order
of business may be changed by the vote of Stockholders holding a majority of the
shares  present  in  person or by proxy at such  meeting  and  entitled  to vote
thereat.

       11. Voting. At all meetings of Stockholders, each Stockholder entitled to
vote  thereat  shall  have the right to vote,  in person or by proxy,  and shall
have, for each share of stock  registered in his, her or its name, the number of
votes  provided  by  the  Articles  of   Incorporation  or  any  certificate  of
designation in respect of stock of such class or series.  Stockholders shall not
have  cumulative  voting rights with respect to the election of Directors or for
any other purpose.

       12. Voting by Proxy. At any meeting of the Stockholders,  any Stockholder
may be represented and vote by a proxy or proxies  appointed by an instrument in
writing.  In the event that any such  instrument in writing shall  designate two
(2) or more persons to act as proxies, a majority of such persons present at the
meeting,  or, if only one  shall be  present,  then that one shall  have and may
exercise all of the powers conferred by such written  instrument upon all of the
persons so designated  unless the instrument  shall otherwise  provide.  No such
proxy shall be valid after the expiration of six (6) months from the date of its
execution,  unless  coupled  with an interest or unless the person  executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed seven (7) years from the date of its execution.  Subject
to the above, any proxy duly executed is not revoked and continues in full force
and effect until an instrument  revoking it or a duly  executed  proxy bearing a
later date is filed with the Secretary of the Corporation.

       13. Action by Stockholders Without a Meeting. Unless otherwise restricted
by the  Articles  of  Incorporation  or these  Bylaws,  any action  required  or
permitted to be taken at a meeting of the  Stockholders  may be taken  without a
meeting,  without  prior  notice and  without a vote,  if a consent in  writing,
setting forth the action so taken, is signed by Stockholders  holding at least a
majority of the voting power  (except that if a different  proportion  of voting
power is  required  for such an action at a  meeting,  then that  proportion  of
written  consents is required) and such consent is filed with the minutes of the
proceedings of the Stockholders.

       14.        Irregularities.  All  information   and/or  irregularities  in
calls,  notices of  meetings  and  in  the  manner  of  voting, form of proxies,
credentials, and method of ascertaining those present, shall be deemed waived if
no objection is made at the meeting or if waived in writing.


                                   ARTICLE III
                               BOARD OF DIRECTORS

        1. General Powers.   The   property,   business   and   affairs  of  the
Corporation shall be managed by the Board of Directors.

        2. Number,  Term of Office, and  Classification.  The Board of Directors
shall consist of not less than 3 nor more than 12 directors, the exact number of
directors to be determined  from time to time solely by a resolution  adopted by
an  affirmative  vote of a  majority  of the  entire  Board  of  Directors.  The
directors shall be divided into three classes, designated Class I, Class II, and
Class III. Each class shall consist, as nearly as possible,  of one-third of the
total number of directors constituting the entire Board of Directors, and in any
event at least  one-fourth of the number of directors shall be in each class. At
the 1997 annual meeting of stockholders,  Class I directors shall be elected for
a one-year term, Class II directors for a two-year term, and Class III directors
for a  three-year  term.  At each  succeeding  annual  meeting of  stockholders,
commencing in 1998,  successors to the class of directors  whose term expires at
that annual meeting shall be elected or reelected for a three-year  term. If the
number of directors is changed,  any increase or decrease  shall be  apportioned
among the classes of directors so as to maintain the number of directors in each
class as nearly equal as possible,  but in no case will a decrease in the number
of  directors  shorten the term of any  incumbent  director.  When the number of
directors  is  increased  by the  Board  of  Directors  and  any  newly  created
directorships  are filled by the Board,  there shall be no classification of the
additional  directors until the next annual meeting of stockholders.  A director
shall  hold  office  until  the  meeting  for the year in which  his or her term
expires  and until his or her  successor  shall be  elected  and shall  qualify,
subject, however, to prior death, resignation, retirement,  disqualification, or
removal  from  office.  A director  elected by the Board of  Directors to fill a
vacancy not  resulting  from an increase in the number of  directors  shall hold
office until the  expiration of the term he or she was elected to fill and until
his or her successor  shall be elected and shall  qualify.  Notwithstanding  any
other provision of these Bylaws,  this Article III,  Section 2 of the Bylaws may
be amended only by (a) the  affirmative  vote of  two-thirds  of the  continuing
directors,  or (b)  the  affirmative  vote  of  stockholders  holding  at  least
two-thirds of the voting power of all outstanding  voting stock. For purposes of
this section a continuing director is any director who was a member of the Board
of Directors prior to any person or group becoming an interested stockholder, as
well as any director who  subsequently  became a director or subsequently  whose
nomination  or election was approved by a majority of the  continuing  directors
then in office.  An  interested  stockholder  is any  person or group  acting in
concert who hereafter (a) becomes the beneficial owner of stock representing 25%
or  more of the  outstanding  votes  entitled  to be  cast  at any  election  of
directors.  Stock shall be deemed to be beneficially  owned if any person or its
affiliates or associates  (as such terms are defined under the General Rules and
Regulations  under the Securities  Exchange Act of 1934, as amended) directly or
indirectly  (a) owns  such  securities  (regardless  of  whether  they  would be
determined to  beneficially  own such  securities  under Section 13(d) under the
Exchange Act); (b) has the right to acquire such securities (immediately or with
the passage of time)  pursuant to any offer to  purchase,  exercise of exchange,
conversion or similar rights,  exercise of warrants or options, or otherwise; or
(c)  has  the  right  to  vote  such  securities   pursuant  to  any  agreement,
arrangement,  or  understanding  other than under a revocable proxy solicited in
accordance with the General Rules and Regulations under the Exchange Act and not
reportable on Schedule  13(d) (or any successor to such act or form).  No person
or member of a group that presently owns over 25% of the Company?s voting stock,
nor any  transferee  or  successive  transferee  shall be deemed  an  interested
stockholder.

        3. Chairman of the Board; Organization.  At each meeting of the Board of
Directors, the Chairman of the Board, or, if he or she is absent therefrom or if
no Chairman is appointed, the Chief Executive Officer or, if he or she is absent
therefrom,  a Director  chosen by a majority of the Directors  present  thereat,
shall act as chairman of such meeting and preside thereat. The Secretary,  or if
he or she is absent, the person (who shall be an Assistant Secretary, if any and
if  present)  whom the  chairman of such  meeting  shall  appoint,  shall act as
Secretary of such meeting and keep the minutes thereof. In general, the Chairman
of the Board shall perform all duties  incident to the office of the Chairman of
the Board and such other  duties as from time to time may be  assigned to him or
her by the Board of Directors.

        4.  Place of  Meeting.  The Board of  Directors  may hold its  meetings,
either within or without the State of Nevada,  at such place or places as it may
from  time to time by  resolution  determine  or as shall be  designated  in any
notices or waivers  of notice  thereof.  Any such  meeting,  whether  regular or
special, may be held by conference telephone or similar communications equipment
by means of which all persons  participating in the meeting can hear each other,
and  participation  in a meeting in such  manner  shall  constitute  presence in
person at such meeting.

        5. Annual Meetings. As soon as practicable after each annual election of
Directors and on the same day, the Board of Directors shall meet for the purpose
of organization and the transaction of other business at the place where regular
meetings of the Board of Directors are held, and no notice of such meeting shall
be necessary in order to legally  hold the  meeting,  provided  that a quorum is
present.  If such meeting is not held as provided above, the meeting may be held
at such time and place as shall be specified  in a notice  given as  hereinafter
provided  for a special  meeting of the Board of  Directors,  or in the event of
waiver of notice as specified in the written waiver of notice.

        6. Regular  Meetings.  Regular meetings of the Board of Directors may be
held  without  notice at such times as the Board of Directors shall from time to
time by resolution determine.

        7. Special Meetings;  Notice. Special meetings of the Board of Directors
shall be held, either within or without the State of Nevada,  whenever called by
the Chairman of the Board,  or by the Chief  Executive  Officer or a majority of
the  Directors  at the time in  office.  Notice  shall be given,  in the  manner
hereinafter provided, of each such special meeting, which notice shall state the
time and place of such meeting, but need not state the purposes thereof.  Except
as  otherwise  provided in Section 9 of this  Article  III,  notice of each such
meeting shall be mailed to each Director,  addressed to him or her at his or her
residence  or usual place of  business,  at least two (2) days before the day on
which such  meeting is to be held,  or shall be sent  addressed to him or her at
such place by telegraph, cable, wireless or other form of recorded communication
or delivered personally or by telephone not later than the day before the day on
which such  meeting is to be held.  A written  waiver of notice,  whether  given
before or after the  meeting to which it  relates,  shall be  equivalent  to the
giving of notice of such  meeting to the  Director  or  Directors  signing  such
waiver.  Attendance of a Director at a special meeting of the Board of Directors
shall  constitute  a waiver  of notice of such  meeting,  except  when he or she
attends the meeting for the express  purpose of objecting to the  transaction of
any business because the meeting is not lawfully called or convened.

        8.  Quorum  and  Manner of  Acting.  A  majority  of the whole  Board of
Directors shall be present in person at any meeting of the Board of Directors in
order to  constitute a quorum for the  transaction  of business at such meeting,
and except as otherwise  specified in these Bylaws, and except also as otherwise
expressly provided by the Nevada General Corporation Law, the vote of a majority
of the Directors  present at any such meeting at which a quorum is present shall
be the act of the Board of  Directors.  In the absence of a quorum from any such
meeting,  a majority of the Directors  present  thereat may adjourn such meeting
from  time  to  time to  another  time  or  place,  without  notice  other  than
announcement  at the  meeting,  until a quorum  shall be  present  thereat.  The
Directors  shall act only as a Board of Directors and the  individual  Directors
shall have no power as such.

        9. Action by Directors Without a Meeting. Unless otherwise restricted by
the Articles of Incorporation or these Bylaws,  any action required or permitted
to be taken at a  meeting  of the  Board of  Directors  may be taken  without  a
meeting,  without  prior  notice and  without a vote,  if a consent in  writing,
setting  forth the action so taken,  is signed by all Directors and such consent
is filed with the minutes of the proceedings of the Board of Directors.

       10.  Resignations.  Any Director may resign at any time by giving written
notice of his or her resignation to the Corporation.  Any such resignation shall
take effect at the time specified  therein,  or if the time when it shall become
effective is not specified  therein,  it shall take effect  immediately upon its
receipt  by the  Chairman  of the  Board,  the Chief  Executive  Officer  or the
Secretary;  and,  unless  otherwise  specified  therein,  the acceptance of such
resignation shall not be necessary to make it effective.

       11. Vacancies.  Vacancies and newly created directorships  resulting from
any  increase  in the  authorized  number  of  Directors  elected  by all of the
Stockholders  having  the  right to vote as a single  class  may be  filled by a
majority of the Directors then in office,  although less than a quorum,  or by a
sole  remaining  Director.  If at any time, by reason of death or resignation or
other cause, the Corporation has no Directors in office, then any officer or any
Stockholder or an executor, administrator, trustee or guardian of a Stockholder,
may call a special meeting of Stockholders for the purpose of filling  vacancies
in the Board of Directors.  If one or more Directors shall resign from the Board
of Directors,  effective at a future date, a majority of the  Directors  then in
office,  including those who have so resigned, shall have the power to fill such
vacancy or vacancies,  the vote thereon to take effect when such  resignation or
resignations  shall  become  effective,  and each  Director so chosen shall hold
office as provided in this section in the filling of other vacancies.

       12. Compensation. The Board of Directors may at any time and from time to
time by  resolution  provide  that  the  Directors  may be paid a fixed  sum for
attendance  at each  meeting  of the Board of  Directors  or a stated  salary as
Director or both, in either case payable in cash, the  Corporation's  stock,  or
such other form designated by the Board of Directors.  In addition, the Board of
Directors  may at any time  and from  time to time by  resolution  provide  that
Directors  shall be paid their actual  expenses,  if any, of  attendance at each
meeting of the Board of Directors. Nothing in this section shall be construed as
precluding  any Director from serving the  Corporation in any other capacity and
receiving  compensation  therefor,  but the Board of Directors may by resolution
provide that any Director receiving  compensation for his or her services to the
Corporation in any other capacity shall not receive additional  compensation for
his or her services as a Director.


                                 ARTICLE IV
                                  OFFICERS

        1. Number.   The   Corporation  shall   have  the  following   officers:
a Chief  Executive  Officer,  a  President,  a Vice President,  a Secretary  and
a Treasurer.  At the discretion of the Board of Directors,  the Corporation  may
also have additional Vice Presidents, one or more Assistant Vice Presidents, one
or more Assistant Secretaries and one or more Assistant Treasurers.

        2. Election and Term of Office. The officers of the Corporation shall be
elected  annually by the Board of Directors or at a special meeting of the Board
of Directors called for that purpose.  Each such officer shall hold office until
his or her  successor  is duly  elected  or until  his or her  earlier  death or
resignation or removal in the manner hereinafter provided.

        3. Agents.  In addition to the  officers  mentioned in Section 1 of this
Article  IV, the Board of  Directors  may  appoint  such  agents as the Board of
Directors may deem necessary or advisable,  each of which agents shall have such
authority  and  perform  such duties as are  provided in these  Bylaws or as the
Board of Directors may from time to time  determine.  The Board of Directors may
delegate to any officer or to any  committee  the power to appoint or remove any
such agents.

        4.  Removal.  Any officer may be removed,  with or without cause, at any
time by resolution  adopted by a majority of the entire Board of Directors.

        5.  Resignations.  Any officer may resign at any time by giving  written
notice of his or her resignation to the Board of Directors,  the Chairman of the
Board, the Chief Executive Officer or the Secretary.  Any such resignation shall
take effect at the times specified therein, or, if the time when it shall become
effective is not specified  therein,  it shall take effect  immediately upon its
receipt  by the  Board of  Directors,  the  Chairman  of the  Board,  the  Chief
Executive Officer or the Secretary; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

        6. Vacancies.  A  vacancy  in  any  office  due  to death,  resignation,
removal,  disqualification  or  any  other cause may be filled for the unexpired
portion of the term thereof by the Board of Directors.

        7. Chief  Executive  Officer.  The Chief  Executive  Officer shall have,
subject to the control of the Board of Directors, general and active supervision
and  direction  over the  business and affairs of the  Corporation  and over its
several officers. If at any time the Corporation has no Chief Executive Officer,
the duties and responsibilities  designated for such position shall be performed
by such person designated by the Board of Directors. The Chief Executive Officer
shall: (a) make a report of the state of the business of the Corporation at each
annual meeting of the  Stockholders;  (b) see that all orders and resolutions of
the Board of Directors are carried into effect;  (c) sign, with the Secretary or
the Treasurer,  certificates for stock of the Corporation; (d) have the right to
sign, execute, and deliver in the name of the Corporation all deeds,  mortgages,
bonds,  contracts or other  instruments  authorized  by the Board of  Directors,
except in cases where the signing,  execution  or delivery  thereof is expressly
delegated by the Board of Directors or by these Bylaws to some other  officer or
agent of the  Corporation  or where any of them are required by law otherwise to
be signed, executed or delivered;  and (e) have the right to cause the corporate
seal, if any, to be affixed to any instrument which requires it.

        8.        President.  The  President  shall have such powers and perform
such duties as the  Chairman of the Board,  the Chief Executive  Officer  or the
Board of Directors may from time to time  prescribe and shall perform such other
duties as may be prescribed by these Bylaws.

        9. Vice President. The Vice President and any additional Vice Presidents
shall have such powers and perform such duties as the Chairman of the Board, the
Chief  Executive  Officer  or the  Board  of  Directors  may  from  time to time
prescribe  and shall  perform  such other duties as may be  prescribed  by these
Bylaws.

       10. Secretary. The Secretary shall: (a) record all the proceedings of the
meetings of the  Stockholders,  the Board of Directors and the committees of the
Board of Directors,  if any, in one or more books kept for that purpose; (b) see
that all  notices  are duly given in  accordance  with the  provisions  of these
Bylaws or as required by law;  (c) be the  custodian  of all  contracts,  deeds,
documents, all other indicia of title to properties owned by the Corporation and
of its other corporate records (except accounting  records) and of the corporate
seal,  if any, and affix such seal to all  documents  the  execution of which on
behalf of the Corporation  under its seal is authorized and required;  (d) sign,
if  directed  by the  Board  of  Directors,  with  another  authorized  officer,
certificates for stock of the Corporation;  (e) have charge, directly or through
the transfer clerk or transfer  clerks,  transfer  agent or transfer  agents and
registrar  or  registrars  appointed  as provided in Section 3 of Article VII of
these Bylaws, of the issue,  transfer and registration of certificates for stock
of the Corporation and of the records  thereof,  such records to be kept in such
manner as to show at any time the amount of the stock of the Corporation  issued
and outstanding,  the manner in which and the time when such stock was paid for,
the names,  alphabetically  arranged, and the addresses of the holders of record
thereof,  the  number of shares  held by each,  and the time when each  became a
holder of record;  (f) upon  request,  exhibit or cause to be  exhibited  at all
reasonable  times to any  director  such  records  of the  issue,  transfer  and
registration of the certificates for stock of the Corporation;  (g) see that the
books,  reports,  statements,  certificates  and all other documents and records
required  by law are  properly  kept and  filed;  and (h) see  that  the  duties
prescribed by Section 6 of Article II of these Bylaws are performed. In general,
the Secretary  shall perform all duties  incident to the office of Secretary and
such  other  duties  as from time to time may be  assigned  to him or her by the
Chairman of the Board, the Chief Executive Officer or the Board of Directors.

       11. Treasurer. If required by the Board of Directors, the Treasurer shall
give a bond for the faithful discharge of his or her duties in such sum and with
such surety or sureties as the Board of Directors shall determine. The Treasurer
shall:  (a) have  charge and  custody  of, and be  responsible  for,  all funds,
securities,  notes and valuable effects of the Corporation; (b) receive and give
receipt  for  monies  due  and  payable  to the  Corporation  from  any  sources
whatsoever;  (c)  deposit all such  monies to the credit of the  Corporation  or
otherwise  as the Board of  Directors,  the  Chairman  of the Board or the Chief
Executive  Officer  shall  direct  in  such  banks,  trust  companies  or  other
depositories  as shall be selected in accordance  with the provisions of Article
VI of these Bylaws;  (d) cause such funds to be disbursed by checks or drafts on
the authorized  depositories of the Corporation signed as provided in Article VI
of these  Bylaws;  (e) be  responsible  for the  accuracy of the amounts of, and
cause to be preserved proper vouchers for, all monies so disbursed; (f) have the
right to require from time to time reports or statements giving such information
as he or she may desire with respect to any and all  financial  transactions  of
the Corporation from the officers or agents  transacting the same; (g) render to
the  Chairman  of the  Board,  the  Chief  Executive  Officer  or the  Board  of
Directors,  whenever they,  respectively,  shall request him or her so to do, an
account of the  financial  condition  of the  Corporation  and of all his or her
transactions as Treasurer; (h) sign, if directed by the Board of Directors, with
another authorized officer,  certificates for stock of the Corporation;  and (i)
upon request,  exhibit or cause to be exhibited at all reasonable times the cash
books and other  records  to the  Chairman  of the  Board,  the Chief  Executive
Officer or any of the Directors of the  Corporation.  In general,  the Treasurer
shall  perform  all duties  incident to the office of  Treasurer  and such other
duties as from time to time may be assigned to him or her by the Chairman of the
Board, the Chief Executive Officer or the Board of Directors.

       12. Assistant  Officers.  Any persons elected as assistant officers shall
assist in the performance of the duties of the designated  office and such other
duties as shall be assigned to them by any Vice President,  the Secretary or the
Treasurer, as the case may be, or by the Board of Directors, the Chairman of the
Board, or the Chief Executive Officer.

       13. Combination of Offices. Any two of the offices hereinabove enumerated
may  be  held  by  one  and  the  same  person,  if such person is so elected or
appointed.

       14. Compensation.  The  salaries  of  all  officers  and  agents  of  the
Corporation  shall  be  fixed  by the Board of Directors,and no officer shall be
prevented  from  receiving  such  salary by reason of the fact that he is also a
Director of the Corporation.


                                    ARTICLE V
                                   COMMITTEES

        1.  Executive  Committee;  How  Constituted  and  Powers.  The  Board of
Directors,  by resolution adopted by a majority of the whole Board of Directors,
may designate one or more of the Directors then in office, who shall include the
Chairman of the Board,  to constitute an Executive  Committee,  which shall have
and may exercise  between  meetings of the Board of Directors  all the delegable
powers of the Board of Directors to the extent not  expressly  prohibited by the
Nevada General  Corporation Law or by resolution of the Board of Directors.  The
Board of Directors may designate one or more  Directors as alternate  members of
the Committee who may replace any absent or  disqualified  member at any meeting
of the Committee.  Each member of the Executive Committee shall continue to be a
member  thereof  only  during the  pleasure  of a majority of the whole Board of
Directors.

        2.  Executive Committee;  Organization.  The Chairman of the Board shall
act as chairman at all meetings of the Executive  Committee and  the   Secretary
shall act as secretary  thereof.  In case of the absence from any meeting of the
Chairman of the Board or the Secretary, the Committee  may appoint a chairman or
secretary, as the case may be, of the meeting.

        3.  Executive  Committee;  Meetings.  Regular  meetings of the Executive
Committee may be held without notice on such days and at such places as shall be
fixed by resolution  adopted by a majority of the Committee and  communicated to
all its members. Special meetings of the Committee shall be held whenever called
by the  Chairman  of the Board or a  majority  of the  members  thereof  then in
office.  Notice of each special  meeting of the Committee  shall be given in the
manner provided in Section 6 of Article III of these Bylaws for special meetings
of  the  Board  of  Directors.  Notice  of any  such  meeting  of the  Executive
Committee,  however,  need not be given to any member of the Committee if waived
by him or her in  writing  or by  telegraph,  cable,  wireless  or other form of
recorded  communication  either before or after the meeting,  or if he or she is
present at such meeting,  except when he or she attends for the express  purpose
of  objecting  to the  transaction  of any  business  because the meeting is not
lawfully  called or convened.  Subject to the  provisions of this Article V, the
Committee, by resolution adopted by a majority of the whole Committee, shall fix
its own rules of  procedure  and it shall keep a record of its  proceedings  and
report them to the Board of Directors at the next regular  meeting thereof after
such  proceedings  have been  taken.  All such  proceedings  shall be subject to
revision or alteration by the Board of Directors;  provided, however, that third
parties shall not be prejudiced by any such revision or alteration.

        4. Executive  Committee;  Quorum and Manner of Acting. A majority of the
Executive  Committee shall  constitute a quorum for the transaction of business,
and,  except as  specified in Section 3 of this Article V, the act of a majority
of those present at a meeting  thereof at which a quorum is present shall be the
act of the  Committee.  The  members  of  the  Committee  shall  act  only  as a
committee, and the individual members shall have no power as such.

        5. Other Committees.  The Board of Directors, by resolution adopted by a
majority of the whole Board,  may constitute  other  committees,  which shall in
each case consist of one or more of the Directors  and, at the discretion of the
Board of Directors,  such officers who are not Directors. The Board of Directors
may  designate  one or more  Directors  or  officers  who are not  Directors  as
alternate  members of any committee  who may replace any absent or  disqualified
member at any meeting of the committee.  Each such committee  shall have and may
exercise  such powers as the Board of Directors may determine and specify in the
respective resolutions  appointing them; provided,  however, that (a) unless all
of the members of any committee  shall be Directors,  such  committee  shall not
have  authority  to exercise  any of the powers of the Board of Directors in the
management  of the  business  and  affairs  of the  Corporation,  and (b) if any
committee shall have the power to determine the amounts of the respective  fixed
salaries of the officers of the Corporation or any of them, such committee shall
consist of not less than three (3) members  and none of its  members  shall have
any vote in the  determination of the amount that shall be paid to him or her as
a fixed salary.  A majority of all the members of any such committee may fix its
rules of  procedure,  determine  its  action  and fix the time and  place of its
meetings and specify what notice  thereof,  if any,  shall be given,  unless the
Board of Directors shall otherwise by resolution provide.

        6.  Committee  Minutes.  The Executive Committee and any other committee
shall keep regular minutes of their proceedings and report the same to the Board
of Directors when required.

        7.  Action by  Committees  Without a  Meeting.  Any action  required  or
permitted  to be taken at a  meeting  of the  Executive  Committee  or any other
committee  of the Board of  Directors  may be taken  without a meeting,  without
prior  notice and  without a vote,  if a consent in writing,  setting  forth the
action so taken,  is signed by all members of the  committee and such consent is
filed with the minutes of the proceedings of the committee.

        8.  Resignations.  Any member of the  Executive  Committee  or any other
committee may resign  therefrom at any time by giving  written  notice of his or
her resignation to the Chairman of the Board, the Chief Executive Officer or the
Secretary. Any such resignation shall take effect at the time specified therein,
or if the time when it shall become effective is not specified therein, it shall
take effect  immediately  upon its receipt by the  Chairman of the Board,  Chief
Executive Officer or the Secretary; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

        9. Vacancies.  Any  vacancy  in  the  Executive  Committee  or any other
committee  shall  be  filled  by  the  vote  of a majority of the whole Board of
Directors.

       10. Compensation. The Board of Directors may at any time and from time to
time by resolution  provide that committee members shall be paid a fixed sum for
attendance at each committee meeting or a stated salary as a committee member in
either  case  payable  in  cash,  the  Corporation  stock,  or such  other  form
designated by the Board of Directors. In addition, the Board of Directors may at
any time and from time to time by resolution provide that such committee members
shall be paid their actual  expenses,  if any, of attendance  at each  committee
meeting.  Nothing in this section shall be construed as precluding any committee
member  from  serving  the  Corporation  in any  other  capacity  and  receiving
compensation therefor, but the Board of Directors may by resolution provide that
any  committee  member  receiving  compensation  for his or her  services to the
Corporation in any other capacity shall not receive additional  compensation for
his or her services as a committee member.

       11. Dissolution of Committees; Removal of Committee Members. The Board of
Directors,  by resolution adopted by a majority of the whole Board, may, with or
without cause,  dissolve the Executive  Committee or any other  committee,  and,
with or without cause, remove any member thereof.


                                   ARTICLE VI
                                  MISCELLANEOUS

        1.  Execution of  Contracts.  Except as otherwise  required by law or by
these Bylaws,  any contract or other instrument may be executed and delivered in
the name of the Corporation and on its behalf by the Chief Executive Officer. In
addition,  the Board of Directors may authorize any other officer or officers or
agent or agents to execute and deliver any contract or other  instrument  in the
name of the Corporation and on its behalf,  and such authority may be general or
confined to  specific  instances  as the Board of  Directors  may by  resolution
determine.

        2. Attestation. The President, any Vice President, the Secretary, or any
Assistant  Secretary may attest the  execution of any  instrument or document by
the Chief Executive  Officer,  or any other duly authorized  officer or agent of
the Corporation  and may affix the corporate  seal, if any, in witness  thereof,
but neither  such  attestation  nor the  affixing  of a corporate  seal shall be
requisite to the validity of any such document or instrument.

        3. Checks,  Drafts. All checks, drafts, orders for the payment of money,
bills  of  lading,  warehouse  receipts,  obligations,  bills of  exchange,  and
insurance  certificates  shall be signed or endorsed  (except  endorsements  for
collection  for the  account of the  Corporation  or for  deposit to its credit,
which shall be governed by the  provisions  of Section 4 of this  Article VI) by
such  officer  or  officers  or agent or agents of the  Corporation  and in such
manner as shall from time to time be  determined  by  resolution of the Board of
Directors.

        4. Deposits.  All funds of the Corporation not otherwise  employed shall
be deposited from time to time to the credit of the  Corporation or otherwise as
the Board of  Directors,  the  Chairman  of the  Board,  or the Chief  Executive
Officer  shall  direct in general  or  special  accounts  at such  banks,  trust
companies, savings and loan associations,  or other depositories as the Board of
Directors  may select or as may be  selected by any officer or officers or agent
or agents of the Corporation to whom power in that respect has been delegated by
the Board of  Directors.  For the  purpose  of  deposit  and for the  purpose of
collection for the account of the Corporation,  checks,  drafts and other orders
for the payment of money which are payable to the order of the  Corporation  may
be endorsed,  assigned and delivered by any officer or agent of the Corporation.
The Board of Directors may make such special rules and regulations  with respect
to such accounts,  not inconsistent  with the provisions of these Bylaws,  as it
may deem expedient.

        5.   Proxies  in  Respect  of  Stock  or  Other   Securities   of  Other
Corporations.  Unless otherwise  provided by resolution  adopted by the Board of
Directors, the Chairman of the Board or the Chief Executive Officer may exercise
in the name and on behalf of the  Corporation  the powers  and rights  which the
Corporation  may have as the  holder of stock or other  securities  in any other
corporation,  including  without  limitation  the right to vote or consent  with
respect to such stock or other securities.

        6.   Fiscal Year.  The fiscal year of the Corporation  shall be fixed by
resolution  of the Board of  Directors,  and may thereafter be changed from time
to time by action of the Board of Directors.   Initially,  the fiscal year shall
begin on October 1 and end on September 30.


                                    ARTICLE VII
                                       STOCK

        1.  Certificates.  Every  holder  of stock in the  Corporation  shall be
entitled to have a certificate  signed by or in the name of the  Corporation  by
the Chief Executive Officer and by the Treasurer or Secretary. The signatures of
such officers upon such  certificate  may be  facsimiles if the  certificate  is
manually signed by a transfer agent or registered by a registrar, other than the
Corporation  itself or one of its  employees.  If any  officer who has signed or
whose facsimile  signature has been placed upon a certificate has ceased for any
reason to be such officer prior to issuance of the certificate,  the certificate
may be issued with the same  effect as if that  person were such  officer at the
date  of  issue.  All  certificates  for  stock  of  the  Corporation  shall  be
consecutively numbered, shall state the number of shares represented thereby and
shall  otherwise  be in  such  form as  shall  be  determined  by the  Board  of
Directors,  subject to such  requirements  as are imposed by the Nevada  General
Corporation  Law.  The names and  addresses  of the  persons  to whom the shares
represented  by  certificates  are issued shall be entered on the stock transfer
books of the  Corporation,  together  with the  number of shares and the date of
issue, and in the case of cancellation,  the date of cancellation.  Certificates
surrendered  to the  Corporation  for transfer  shall be  cancelled,  and no new
certificate  shall be issued in  exchange  for such  shares  until the  original
certificate  has been  cancelled;  except  that in the  case of a lost,  stolen,
destroyed or mutilated  certificate,  a new  certificate  may be issued therefor
upon such terms and indemnity to the  Corporation  as the Board of Directors may
prescribe.

        2.  Transfer of Stock.  Transfers of shares of stock of the  Corporation
shall be made only on the stock transfer books of the  Corporation by the holder
of record thereof or by his or her legal representative or attorney in fact, who
shall furnish proper  evidence of authority to transfer to the  Secretary,  or a
transfer clerk or a transfer  agent,  and upon  surrender of the  certificate or
certificates for such shares properly endorsed and payment of all taxes thereon.
The person in whose name shares of stock  stand on the books of the  Corporation
shall be deemed the owner thereof for all purposes as regards the Corporation.

        3.  Regulations.  The  Board  of  Directors  may  make  such  rules  and
regulations  as it may deem  expedient,  not  inconsistent  with  these  Bylaws,
concerning the issue, transfer and registration of certificates for stock of the
Corporation.  The Board of Directors  may appoint,  or authorize  any officer or
officers or any committee to appoint, one or more transfer clerks or one or more
transfer agents and one or more registrars, and may require all certificates for
stock to bear the signature or signatures of any of them.

        4.  Lost  Certificates.   The  Board  of  Directors  may  direct  a  new
certificate  or  certificates  to be  issued  in  place  of any  certificate  or
certificates  theretofore issued by the Corporation alleged to have been lost or
destroyed,  upon the making of an affidavit  of the fact by the person  claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof,  require the owner of such
lost or destroyed certificate or certificates,  or his legal representative,  to
advertise  the  same  in  such  manner  as it  shall  require  and/or  give  the
Corporation  a bond in such sum as it may direct as indemnity  against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.

        5.  Registered  Stockholders.  The  Corporation  shall  be  entitled  to
recognize the exclusive  right of a person  registered on its books as the owner
of shares to receive  dividends,  and to vote as such owner, and hold liable for
calls and  assessments a person  registered on its books as the owner of shares,
and shall not be bound to recognize  any equitable or other claim to or interest
in such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof,  except as otherwise  provided by the laws
of Nevada.


                                  ARTICLE VIII
                                   DIVIDENDS

         The  Board  of  Directors  may  from  time  to  time  declare,  and the
Corporation may pay,  dividends on its outstanding shares of stock in the manner
and upon the terms and conditions  provided in the Articles of Incorporation and
the Nevada General Corporation Law.


                                    ARTICLE IX
                                       SEAL

         A  corporate  seal  shall  not  be  requisite  to the  validity  of any
         instrument  executed by or on behalf of the Corporation.  Nevertheless,
         if in any  instance a corporate  seal is used,  the same shall bear the
         full name of the Corporation  and the year and state of  incorporation,
         or words or figures of similar import.


                                    ARTICLE X
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The  Corporation  shall  indemnify  its  directors  and officers to the
maximum extent permitted by the Nevada General Corporation Law.  Indemnification
shall be provided  unless it is  ultimately  determined  by a court of competent
jurisdiction  that (i) the  indemnified  party did not act in a manner he or she
believed in good faith to be in, or not opposed  to, the best  interests  of the
Corporation  and, (ii) with respect to any criminal  action or  proceeding,  the
indemnified  party had no  reasonable  cause to believe  his or her  conduct was
lawful.  Expenses  shall  be  advanced  to an  indemnified  party  upon  written
confirmation  that he or she has not  acted  in a  manner  that  would  preclude
indemnification  above  and an  undertaking  to  return  any  advances  if it is
ultimately determined by a court of competent jurisdiction that the party is not
entitled to indemnification under the standard set forth herein.


                                   ARTICLE XI
                                   AMENDMENTS

These Bylaws may be repealed,  altered or amended, or new bylaws may be adopted,
by (i) the  affirmative  vote of a  majority  of the total  voting  power of the
outstanding  common stock of the Corporation,  or (ii) the affirmative vote of a
majority of the entire Board of Directors; provided, that no repeal, alteration,
amendment  or  adoption of new bylaws by the  directors  shall be  effective  to
override any provision adopted by the stockholders.


                                   ARTICLE XII
                       ACQUISITION OF CONTROLLING INTEREST

         The provisions of the Nevada General  Corporation Law,  Sections 78.378
and  78.3790,  shall  not  apply  to  any  acquisitions  of  this  corporation's
outstanding  voting shares by any one or more of Jerry Moyes,  Vickie Moyes, the
Jerry and Vickie Moyes  Family  Trust,  the Moyes  Children's  Trust,  the Moyes
Children's Limited  Partnership,  SME Steel Contractors,  Inc., and any of their
family members,  affiliates,  associates, and members of any Section 13(d) group
(as such  terms  are  defined  under the  Securities  Exchange  Act of 1934,  as
amended,  and the  rules  promulgated  thereunder)  which  includes  any of such
persons.

         The  undersigned   Secretary  of Simon   Transportation  Services  Inc.
hereby  certifies  the foregoing to be the Bylaws of the Corporation, as adopted
by the Board of Directors on the 30th day of November, 2000.


                                            /s/ Alban B. Lang
                                            ------------------------------------
                                            Alban B. Lang, Secretary