SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, DC 20549

                                    FORM 10-K

(Mark One)
[   X  ] ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR 15(d) OF  THE  SECURITIES
         EXCHANGE ACT OF 1934 (FEE REQUIRED) For the Fiscal Year Ended September
         30, 2000
                                           OR
[      ] TRANSITION  REPORT  PURSUANT  TO  SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 (NO FEE REQUIRED).
         For the transition period from                    to
                                        ------------------    ------------------

                         Commission file number 0-27208

                       SIMON TRANSPORTATION SERVICES INC.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

              Nevada                                    87-0545608
------------------------------------      --------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

         5175 West 2100 South
        West Valley City, Utah                            84120
---------------------------------------- ---------------------------------------
(Address of Principal Executive Offices)                (Zip Code)

Registrant's telephone number, including area code:  801/924-7000
                                                     ------------

Securities Registered Pursuant to Section 12(b) of the Act:  None

Securities Registered Pursuant to Section 12(g) of the Act: $0.01 Par Value
                                                            Class A Common Stock

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. YES X NO

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by  reference in Part III of this Form 10-K or any  amendments  to
this Form 10-K. [ ]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant  was  $9,898,510  as of December 29, 2000 (based upon the $5 5/16 per
share  closing  price on that  date as  reported  by  NASDAQ).  In  making  this
calculation the registrant has assumed,  without admitting for any purpose, that
all  executive  officers,  directors,  and holders of more than 5% of a class of
outstanding common stock, and no other persons, are affiliates.

As of December 29, 2000, the  registrant had 6,291,709  shares of Class A Common
Stock and no shares of Class B Common Stock outstanding.

DOCUMENTS  INCORPORATED BY REFERENCE:  The information set forth under Part III,
Items 10, 11, 12, and 13 of this Report is  incorporated  by reference  from the
registrant's   definitive  proxy  statement  for  the  2000  annual  meeting  of
stockholders or an amendment hereto that will be filed no later than January 28,
2001.


<PAGE>


                              Cross Reference Index

The following  cross  reference index indicates the document and location of the
information contained herein and incorporated by reference into this Form 10-K.
<TABLE>
<CAPTION>
                                                                           Document and Location

                                        Part I
<S>         <C>                                                            <C>
Item 1      Business                                                       Pages 3 - 7 herein
Item 2      Properties                                                     Page 7 herein
Item 3      Legal Proceedings                                              Page 8 herein
Item 4      Submission of Matters to a Vote of Security Holders            Page 8 herein

                                        Part II
Item 5      Market for Registrant's Common Equity and
               Related Stockholder Matters                                 Page 9 herein
Item 6      Selected Financial and Operating Data                          Pages 10 - 11 herein
Item 7      Management's Discussion and Analysis of Financial              Pages 11 - 17 herein
               Condition and Results of Operations
Item 7A     Quantitative and Qualitative                                   Page 18 herein
               Disclosures About Market Risk
Item 8      Financial Statements and Supplementary Data                    Page 18 herein
Item 9      Changes in and Disagreements with Accountants on               Page 19 herein
               Accounting and Financial Disclosure

                                       Part III
Item 10     Directors and Executive Officers of the Registrant             Proxy Statement
Item 11     Executive Compensation                                         Proxy Statement
Item 12     Security Ownership of Certain Beneficial Owners and            Proxy Statement
               Management
Item 13     Certain Relationships and Related Transactions                 Proxy Statement

                                        Part IV
Item 14     Exhibits, Financial Statement Schedules and Reports on         Pages 20 - 37 herein
               Form 8-K
</TABLE>

This report contains  "forward-looking"  statements in paragraphs marked with an
asterisk.  These statements are subject to certain risks and uncertainties  that
could cause actual  results to differ  materially  from those  anticipated.  See
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations - Cautionary  Statement  Regarding  Forward-Looking  Statements"  for
additional  information and factors to be considered concerning  forward-looking
statements.


<PAGE>


                                     PART I

Item 1:           BUSINESS

The Company

         Simon  Transportation  is  a  truckload  carrier  that  specializes  in
temperature-controlled transportation services for major shippers. From a single
truck in 1955,  today  Simon  Transportation  operates  nationwide  and in eight
Canadian  provinces from its  strategically  located  headquarters  in Salt Lake
City, Utah, and terminals in Phoenix,  Arizona;  Fontana,  California;  Atlanta,
Georgia;  and  Katy,  Texas.  Effective  February  1,  2001,  the  Company  will
discontinue its Katy, Texas operation.(*)

         Simon Transportation Services Inc., a Nevada corporation,  is a holding
company  organized  in 1995,  the sole  business  of which is to own 100% of the
capital stock of Dick Simon Trucking,  Inc., a Utah  corporation.  References to
the   "Company"   herein  refer  to  the   consolidated   operations   of  Simon
Transportation  Services and Dick Simon  Trucking.  See "Selected  Financial and
Operating Data",  "Management's  Discussion and Analysis of Financial  Condition
and Results of Operations", and the consolidated financial statements.

Strategy

         The Company has grown in recent  years by adding  revenue  equipment to
meet the  service  demands of new and  existing  customers  and  expanding  core
carrier  partnerships.  Management  plans to continue  the  Company's  growth by
capitalizing  on the trend  among  shippers  to place  increased  reliance  on a
smaller number of financially stable,  service-oriented  truckload carriers. The
key elements of the Company's strategy are:

         Food  Industry  Focus.  Simon   Transportation   focuses  on  providing
specialized service to sophisticated, high-volume customers in the food industry
such as Albertson's,  Anheuser Busch,  Campbell's Soup, ConAgra,  Coors, Costco,
Kraft, M&M Mars, Nestle, Pillsbury, and Walmart. These customers seek nationwide
transportation  partners that understand the specialized  needs of food industry
shippers.  Many of the Company's  customers seek carriers that offer  late-model
equipment,  experienced  personnel,  advanced  technology,  and broad geographic
coverage.  Management  believes the food industry is an attractive niche because
consumers require food throughout all economic cycles.(*)

         Core  Carrier   Partnerships.   Simon   Transportation   has  grown  by
establishing  core carrier  partnerships  with  high-volume,  service  sensitive
shippers. Core carriers provide customers with consistent equipment availability
and  premium  service  such  as  time-definite  pick-up  and  delivery,  express
time-in-transit,   multiple   delivery  stops,  and  real-time  access  to  load
information through  satellite-based  tracking and communication systems and EDI
capability.  The Company also meets specialized  customer requests for access to
terminal facilities,  stationing employees at customer locations, and dedicating
equipment to specific  traffic lanes.  Management  believes major shippers favor
their  core  carrier  "partners"  during  periods  of  reduced  demand for truck
service,  and that the  trend  among  major  shippers  to reduce  the  number of
carriers used in favor of core carriers will continue.(*)

         Dedicated  Fleets.  Simon  Transportation  emphasizes  dedicated  fleet
operations  in which it offers round trip or  continuous  movement  service to a
shipper (or a shipper and one or more of its  suppliers) by  dedicating  certain
tractors and trailers exclusively to that shipper's needs.  Dedicated service is
desirable  because  the  customers  typically  pay a  round-trip  rate  per mile
assuming that the truck will return empty and cover all loading,  unloading, and
pallet costs. The Company frequently is able to further enhance revenue per mile
by locating a profitable load to cover unloaded segments.  In addition,  drivers
prefer the  predictable  runs and priority  treatment at shipping and  receiving
locations. Management intends to grow its dedicated fleet operations and expects

---------------------------------
(*) "Forward-looking" statements.
<PAGE>



this  service  niche  to  expand  as  shippers  outsource  transportation  needs
presently served by private carriage.(*)

         Modern Fleet. Simon  Transportation  intends to maintain modern tractor
and trailer fleets. Reliable, late-model equipment promotes customer service and
driver  recruitment  and retention by minimizing the delays caused by breakdowns
and excessive maintenance.  In addition,  management believes that a practice of
replacing  tractors  while under  warranty  will reduce  expenses and permit the
Company  to take  advantage  of  improvements  in  fuel  economy  and  equipment
technology.(*)

         Technology.  Simon  Transportation  uses the  Qualcomm  satellite-based
tracking and  communication  system in all of its tractors.  This system and EDI
capability  improve  customer  service and operating  efficiency by offering the
Company and customers real time access to load locations and advance  warning of
potential  delivery delays.  The Company's document imaging system allows prompt
and  simultaneous  processing  of  payroll  and  billing  in  a  paperless  work
environment.  The Company's load optimization  software has been implemented and
is constantly updated to enhance service and profitability.  Management believes
shippers will continue to demand advanced  technology of their core carriers and
plans to respond to such requirements. (*)

Operations

         The  Company  conducts a  centralized  dispatch  and  customer  service
operation at its Salt Lake City  headquarters.  The operations center features a
fully-integrated, computerized network of dispatch, customer service, and driver
liaison personnel.  Customer service representatives solicit and accept freight,
quote rates, and serve as the primary contact with customers.  After accepting a
load,  customer  service  representatives  transfer  the  pick-up  and  delivery
information to the computer screen of the appropriate load planner,  who assigns
the  load to an  available  driver  based  upon  the  proximity  of the  trucks,
scheduled "home time," and available hours-in-service.  Dispatchers then use the
Qualcomm  satellite-based  tracking  and  communication  system  to  locate  the
position and  availability  status of equipment and notify the driver of pick-up
and  delivery   requirements,   route  and  fueling   instructions,   and  other
information.  Upon the assignment of a load, the Company's  proprietary software
calculates  the  projected  travel  time  from  origin to  destination  and uses
satellite  position updates and driver  communications  to provide load progress
reports  at  thirty-minute  intervals.  The  system  automatically  advises  the
appropriate  dispatcher and customer service  representative if a load is behind
schedule,  and  customers are able to use EDI to access  information  about load
locations at any time.  Management  believes  that these  satellite and computer
systems are crucial to  satisfying  the  stringent  service  standards,  such as
30-minute  pick-up  and  delivery  windows,  demanded  by shippers of their core
carriers.

         Management measures the Company's efficiency through miles per tractor,
empty miles  percentage,  revenue  per mile,  and  revenue  per  tractor.  Fleet
productivity  is tracked daily in the operations  center,  with actual  progress
matched  against a monthly goal. All  operations  personnel have access to these
statistics on a real time basis.

Customers and Marketing

         The Company's sales and marketing  function is led by senior management
and other sales  professionals based in its Salt Lake City headquarters and near
key customers. These sales personnel aggressively market Simon Transportation to
major shippers as a customer-oriented  provider of dependable,  on-time service.
The  Company  targets   customers  that  seek  financially   stable,   long-term
transportation  partners  offering  dependable  equipment,   satellite  and  EDI
technologies,   and  premium  service.  This  customer  service  philosophy  has
contributed  to  continuing  demands for added  equipment to expand  service for
existing shippers and establishing core carrier  relationships with Albertson's,
Anheuser Busch,  Campbell's  Soup,  ConAgra,  Coors,  Costco,  Kraft,  M&M Mars,
Nestle,  Pillsbury,  Walmart,  and other major customers.  Management intends to
continue  developing  business with existing customers and attempting to add new
core carrier relationships.  The Company's top 5, 10, and 25 customers accounted
for 24%,  39%, and 57% of revenue,  respectively,  during fiscal 2000. No single
customer accounted for more than 10% of revenue during the fiscal year.


---------------------------------
(*) "Forward-looking" statements.

<PAGE>



         Simon  Transportation  is a North  American  truck  line that  provides
service to and from  customer  locations  throughout  the  United  States and in
several Canadian  provinces.  The Company does not maintain any foreign currency
positions and therefore  does not engage in any hedging  transactions  to manage
foreign currency exposure. The Company's operations are strongest in the western
United States and between  points in the West to and from points in the East and
Southeast.  In addition to traditional for-hire service,  management  emphasizes
the marketing of dedicated fleet and regional distribution  services.  Dedicated
fleets generally  receive  compensation  for all miles, and regional  operations
provide a stronger  presence for driver  recruiting.  Management  believes  that
these services offer consistent equipment  utilization and predictable home-time
for drivers.

         The  Company  has  written  contracts  with  substantially  all  of its
customers.  These  contracts  generally  specify  service  standards  and rates,
eliminating the need for negotiating the rate for individual shipments. Although
a  contract  typically  runs for a  specified  term of at  least  one  year,  it
generally may be terminated by either party upon 30 days' notice.

Technology

         The  Company  uses  computer  and   satellite   technology  to  enhance
efficiency and customer service in all aspects of its operations, and management
believes  the  Company  is among  the  industry  leaders  in  applying  advanced
technology  to  improve   transportation   service.   The  Qualcomm  OmniTRACSTM
satellite-based tracking and communication system provides hourly updates of the
position of each tractor and permits real time communication  between operations
personnel and every driver. As a result,  dispatchers relay pick-up and delivery
times,  weather and road information,  route and fueling  directions,  and other
instructions  without  waiting  for a driver to stop and call the  Company.  The
Company's  entire fleet has been equipped with the Qualcomm  systems since 1992,
making it the  thirteenth  carrier in the nation to install the units in 100% of
its  tractors.  The Company's  proprietary  software also monitors load progress
against  projected  delivery  time  every  half-hour  and warns the  appropriate
dispatcher and customer  service  representative  if a load is behind  schedule.
This software also  facilitates  early routing toward each driver's home base by
signaling  dispatchers  several days in advance of drivers' requested  home-time
dates.

         The Company's EDI capability permits customers to communicate  directly
via computer link to tender loads, receive load confirmation, check load status,
and receive billing  information.  The Company's  largest  customers require EDI
service from their core carriers,  and more than 50% of the Company's revenue is
generated by customers  that  actively use EDI. EDI not only  improves  customer
service and  communication,  but also benefits the  Company's  cash flow through
accelerated receivable  collection.  The Company further enhances its operations
through  its  document  imaging  technology,  which  provides  customer  service
representatives  and  other  personnel  (all of whom have  computers)  real-time
access to freight bills,  supplier invoices,  and other information.  Management
believes that advanced  technology  will be required by an increasing  number of
large  shippers as they reduce the number of carriers  they use in favor of core
carriers.

         The Company has  designed a load  optimization  software  program  that
allows  customer  service   representatives  to  quote  rates  by  automatically
computing the range of acceptable  rates between any two points,  based upon the
rates for all Simon  Transportation  loads in and out of the  applicable  region
during  the past  year  and the need for  pallets,  multiple  stops,  and  other
additional  charges.  The system then  prioritizes  the loads and identifies the
optimal  tractor to accept a load,  based upon location,  empty miles  required,
revenue per mile,  remaining driver  hours-in-service,  maintenance  scheduling,
driver home time, and other factors.

         The Company's  maintenance shops are fully  computerized and paperless,
and all  maintenance,  repair,  and  inspection  records  for each  vehicle  are
instantly  accessible.  Drivers  are able to  monitor  maintenance  progress  on
computer screens located in the driver lounge.
<PAGE>
Revenue Equipment

         Simon Transportation's equipment strategy is to operate modern tractors
and trailers that help reduce parts,  maintenance,  and fuel costs,  promote the
reliable  service  customers  demand from core carriers,  and attract and retain
drivers. The Company operates  conventional tractors  (engine-forward)  equipped
with  electronic  engines  and Eaton  transmissions.  Most of the  tractors  are
covered by three-year,  500,000-mile engine warranties and lifetime transmission
warranties. Most of the tractors also are equipped with the "condo" sleeper cabs
preferred by drivers. The Company's practice is to trade or replace its tractors
on a  three-year  cycle,  and to trade or replace  its  trailers  on a five-year
cycle.

Drivers and Other Personnel

         Driver hiring and retention are critical to the success of all trucking
companies.  Simon  Transportation  emphasizes  driver  satisfaction and has made
significant  investments  to improve driver  retention.  Drivers are selected in
accordance with specific Company quality guidelines relating primarily to safety
history,  driving  experience,  road  test  evaluations,   and  other  personnel
evaluations,  including  physical  examinations and mandatory drug testing.  The
Company  offers  competitive  compensation,  including  mileage  pay,  and  full
participation in all employee benefit and  profit-sharing  plans for its company
drivers. The Company uses proprietary software to warn dispatchers in advance of
a driver's  requested  home time.  Management  believes it has  promoted  driver
loyalty by assigning  drivers to a single  dispatcher,  regardless of geographic
area, awarding dedicated routes and regional  distribution  positions to senior,
top-performing  drivers,  and educating  customers  concerning the need to treat
drivers with respect.

         The truckload industry has experienced a shortage of qualified drivers.
Strict DOT  enforcement  of  hours-in-service  limitations,  mandatory  drug and
alcohol  testing,  and other safety  measures have shrunk the available  pool of
drivers and increased the cost of recruiting  and retention.  The  industry-wide
driver  shortage  adversely  affected the Company's  operations  during the 2000
fiscal year resulting in an unusually high number of tractors  without  drivers.
The Company's driver turnover was 175% in fiscal 2000,  measuring  drivers after
they are assigned a tractor.  The Company started an  owner-operator  program in
mid-October of 2000.

         At September 30, 2000, Simon Transportation  employed approximately 480
non-driver  employees and approximately  2,400 drivers.  The Company's employees
have never been  represented by or attempted to organize a union, and management
believes it has a good relationship with the Company's employees.

Safety and Insurance

         Simon   Transportation   emphasizes   safety  in  all  aspects  of  its
operations.  Its  safety  program  includes:  (i)  initial  orientation;  (ii) a
three-week to six-week,  on-the-road  training  program;  and (iii)  progressive
penalties for  excessive  speed and log  violations.  The Company has earned the
highest DOT safety and fitness rating of "satisfactory," which most recently was
extended on July 6, 2000.

         The Company carries primary and excess liability  insurance coverage of
$50 million,  with a $250,000 basket deductible for personal injury and property
damage.  The Company's  workers'  compensation  coverage also carries a $350,000
deductible,  with no coverage  limit.  Management  believes these  coverages are
adequate to cover reasonably anticipated claims.


Competition

         The truckload  segment of the trucking  industry is highly  competitive
and   fragmented,   and  no  carrier  or  group  of   carriers   dominates   the
temperature-controlled  or dry van market. According to the September 2000 issue
of Refrigerated Transporter, the five largest temperature-controlled carriers by
revenue are C. R. England,  Prime, Inc., Frozen Food Express  Industries,  Rocor
International,  and KLLM Transport  Services.  The combined revenue reported for
these five carriers  comprises  approximately  36% of the estimated $4.8 billion
for-hire,  temperature-controlled  market.  The proprietary fleet portion of the
temperature-controlled  market has been  estimated at an  additional $3 billion.
<PAGE>
The Company's 2000 fiscal year revenue  constituted  approximately three percent
of the total market for  temperature-controlled  services and approximately five
percent of the  for-hire  market.  The Company  competes  with a number of other
trucking  companies,  as well as  private  truck  fleets  used  by  shippers  to
transport their own products. The Company competes to a limited extent with rail
and rail-truck  intermodal  service,  but attempts to limit this  competition by
seeking service-sensitive freight. There are other trucking companies, including
diversified  carriers  with  large  temperature-controlled   fleets,  possessing
substantially  greater financial resources and operating more equipment than the
Company.

Fuel Availability and Cost

         The Company  actively  manages its fuel costs by  requiring  drivers to
fuel at Company  terminals or,  whenever  possible en route,  at service centers
with which the Company  has  established  volume  purchasing  arrangements.  The
Company  controls fuel purchases by using its proprietary  software and Qualcomm
communications  ability to schedule  fueling stops and amounts  purchased  based
upon fuel prices at locations on drivers' routes.  The Company  historically has
been able to pass through  most  increases in fuel prices and taxes to customers
in the form of higher rates or fuel  surcharges.  The Company has fuel surcharge
agreements with a majority of its customers.  However,  recent increases in fuel
prices will not be fully offset by these surcharges.

Regulation

         The  Company  is  a  common  and  contract  motor  carrier  of  general
commodities.  Historically,  the Interstate  Commerce Commission (the "ICC") and
various state agencies  regulated motor carriers'  operating rights,  accounting
systems,  mergers and  acquisitions,  periodic  financial  reporting,  and other
matters.  In 1995,  federal  legislation  preempted state  regulation of prices,
routes,  and services of motor  carriers  and  eliminated  the ICC.  Several ICC
functions  were  transferred to the  Department of  Transportation  (the "DOT").
Management does not believe that regulation by the DOT or by the states in their
remaining  areas of  authority  will have a  material  effect  on the  Company's
operations.  The Company's employee and independent contractor drivers also must
comply with the safety and fitness regulations promulgated by the DOT, including
those relating to drug and alcohol testing and hours of service.

         The Company's  operations are subject to various  federal,  state,  and
local environmental laws and regulations, implemented principally by the EPA and
similar state regulatory agencies, governing the management of hazardous wastes,
other discharge of pollutants  into the air and surface and underground  waters,
and the disposal of certain  substances.  These regulations  extend to the above
ground and  underground  fuel  storage  tanks  located at each of the  Company's
terminal facilities.  All of the Company's tanks are of double hull construction
in accordance with EPA requirements  and equipped with monitoring  devices which
constantly  monitor for leakage.  Management  is not aware of any fuel spills or
hazardous  substance  contamination  on its  properties  and  believes  that its
operations are in material compliance with current laws and regulations.

Item 2.           PROPERTIES

         Simon Transportation  operates terminals and driver recruitment offices
at seven locations.  The Company's  headquarters and primary terminal is located
on fifty-five  acres near the intersection of Interstates 15 and 80 in Salt Lake
City, Utah. This facility  includes a 60,000 square foot office building housing
all operations and  administrative  personnel and  maintenance  facilities and a
driver center  covering  approximately  97,000 square feet. In January 2001, the
Company  amended its line of credit  agreement  to add a $10 million  term loan.
Borrowings are secured by the Salt Lake City terminal.  The Company's additional
terminal and driver  recruitment  facilities include owned locations in Phoenix,
Arizona;  Fontana,  California;  and Atlanta,  Georgia; and a leased location in
Katy, Texas.  Effective February 1, 2001, the Company is discontinuing its Katy,
Texas operation. The Company leases trailer drop yards at Tulare, California and
various  customer  locations.  All terminals  have modern fuel  facilities  with
environmental monitoring equipment.

         The available  acreage at the Company's  headquarters  will accommodate
future  expansion,  and the facility has been designed so that  additions can be
<PAGE>
constructed to serve the Company's  foreseeable  future needs. See "Management's
Discussion  and Analysis of Financial  Condition  and Results of  Operations  --
Liquidity."


Item 3.           LEGAL PROCEEDINGS

         The Company and certain of its officers and  directors  have been named
as defendants in a securities  class action filed in the United States  District
Court for the District of Utah, Caprin v. Simon Transportation  Services,  Inc.,
et al.,  No.  2:98CV 863K (filed  December 3, 1998).  Plaintiffs  in this action
allege that defendants made material misrepresentations and omissions during the
period  February  13, 1997  through  April 2, 1998 in  violation of Sections 11,
12(2) and 15 of the  Securities  Act of 1933 and Sections 10(b) and 20(a) of the
Securities  Exchange  Act of 1934  and Rule  10b-5  promulgated  thereunder.  On
September  27,  2000,  the District  Court  dismissed  the case with  prejudice.
Plaintiffs have asked the Court for  reconsideration and alteration or amendment
of the decision.

         The  Company is a  defendant  in a lawsuit  filed  April of 1998 in the
Third  District  Court in and for Salt Lake County Utah,  Gallegos v. Dick Simon
Trucking,  Inc.,  based upon the death of two people and the severe brain injury
to a child in an accident  involving  a Company  truck.  The lawsuit  involves a
punitive  damage  claim,  which is  uninsurable  under Utah law. The Company has
admitted  liability on the non-punitive  damages claims.  The lawsuit is set for
trial on March 29, 2001. The probable verdict range of the  compensatory  damage
claim is from 5 to 20  million  dollars,  well  within the  Company's  liability
insurance  limits.  Liability for the punitive  damage claim and likely punitive
damage  verdict  amount,  if any, are very  difficult to predict.  Management is
unable to assess the ultimate impact of this litigation on the Company's results
of operations or financial position.

         The Company from time to time is a party to  litigation  arising in the
ordinary course of its business,  substantially all of which involves claims for
personal injury and property damage incurred in the  transportation  of freight.
Management is not aware of any claims or threatened claims that reasonably would
be expected to exceed insurance limits or have a materially  adverse effect upon
the Company's operations or financial position.


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

         During the fourth quarter of the fiscal year ended  September 30, 2000,
no matters were submitted to a vote of security holders.




<PAGE>


                                     PART II

Item 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Price Range of Common  Stock.  The  Company's  Class A Common  Stock is
traded on the NASDAQ National Market under the NASDAQ symbol SIMN. The following
table sets forth for the calendar  periods  indicated  the range of high and low
bid quotations for the Company's  Class A Common Stock as reported by NASDAQ for
the fiscal years ended September 30, 1999 and 2000.

          Period                    High             Low
----------------------------    -------------    -------------
Calendar Year 1998
   4th Quarter                   $ 6   13/16      $ 4     3/8
Calendar Year 1999
   1st Quarter                   $ 7     1/2      $ 4   11/16
   2nd Quarter                   $ 6     1/2      $ 4     1/2
   3rd Quarter                   $ 5     3/4      $ 4
   4th Quarter                   $ 6     3/4      $ 4     1/2
Calendar Year 2000
   1st Quarter                   $ 6     1/8      $ 4   29/64
   2nd Quarter                   $ 6    7/16      $ 4     7/8
   3rd Quarter                   $ 7     3/8      $ 4   15/16

         The prices  reported  reflect  interdealer  quotations  without  retail
mark-ups,  mark-downs or commissions, and may not represent actual transactions.
As of November 30, 2000, the Company had 88 stockholders of record of its common
stock.  However, the Company believes that it has approximately 1,500 beneficial
holders of common  stock  including  shares held of record by brokers or dealers
for their customers in street names.

         Dividend  Policy.  The  Company  has  never  declared  and  paid a cash
dividend on its common stock. It is the current intention of the Company's Board
of  Directors  to  continue  to retain  earnings  to  finance  the growth of the
Company's  business  rather  than  to pay  dividends.  Future  payments  of cash
dividends  will depend upon the financial  condition,  results of operations and
capital commitments of the Company, restrictions under then-existing agreements,
and other factors deemed relevant by the Board of Directors.



<PAGE>


Item 6.           SELECTED FINANCIAL AND OPERATING DATA

         The selected  consolidated  financial data presented  below reflect the
consolidated   financial   position   and   results  of   operations   of  Simon
Transportation  Services  Inc. and its  subsidiary.  The  selected  consolidated
financial data are derived from the Company's  consolidated financial statements
and should be read in conjunction with "Management's  Discussion and Analysis of
Financial  Condition and Results of Operations"  and the Company's  consolidated
financial statements and notes thereto included elsewhere herein.
<TABLE>
<CAPTION>
                                                                   Fiscal Years Ended September 30,
                                                     --------------------------------------------------------------
<S>                                                  <C>             <C>         <C>         <C>         <C>
(In thousands, except per share amounts & operating          2000         1999        1998        1997        1996
data)                                                        ----         ----        ----        ----        ----

Statement of Operations Data:
  Operating revenue.................................     $231,397     $209,143    $193,507    $155,296    $101,090
                                                     --------------------------------------------------------------
  Operating expenses:
    Salaries, wages, and benefits...................       94,240       90,876      80,500      60,504      40,015
    Fuel and fuel taxes.............................       51,190       37,262      35,281      30,069      20,359
    Operating supplies and expenses.................       31,576       27,872      26,156      19,289      13,701
    Taxes and licenses..............................        7,830        7,319       6,557       5,197       3,288
    Insurance and claims............................       10,352        6,591       5,217       3,404       2,172
    Communications and utilities....................        4,039        4,239       3,946       2,550       1,680
    Depreciation and amortization...................        4,122        4,466       4,728       5,396       5,920
    Rent............................................       37,947       34,363      28,987      17,143       4,794
                                                     --------------------------------------------------------------
      Total operating expenses......................      241,296      212,988     191,372     143,552      91,929
                                                     --------------------------------------------------------------
      Operating earnings (loss).....................       (9.899)      (3,845)      2,135      11,744       9,161
  Gain on sale of real property.....................           --           --          --       1,896          --
  Interest expense and other, net...................       (1,422)      (1,353)     (1,500)     (1,134)     (2,758)
                                                     --------------------------------------------------------------
  Earnings (loss) before income taxes and
    cumulative effect of accounting change..........      (11,321)      (5,198)        635      12,506       6,403
  Provision (benefit) for income taxes1.............       (4,075)      (1,965)        297       4,727       5,454
                                                     --------------------------------------------------------------
  Earnings (loss) before cumulative effect
    of accounting change............................       (7,246)      (3,233)        338       7,779         949
  Cumulative effect of accounting change for
    accrued claims payable, net of tax
    benefit of $2,173...............................       (3,862)          --          --          --          --
                                                     --------------------------------------------------------------
  Net earnings (loss)...............................     $(11,108)    $ (3,233)   $    338    $  7,779    $    949
                                                     ==============================================================
Pro Forma Statement of Earnings Data: 1
  Earnings (loss) before income taxes...............     $(11,321)    $ (5,198)   $    635    $ 12,506    $  6,403
  Provision (benefit) for income taxes..............       (4,076)      (1,965)        297       4,727       2,536
                                                     --------------------------------------------------------------
  Earnings (loss) before cumulative
      effect of accounting change...................       (7,246)      (3,233)        338       7,779       3,867
  Cumulative effect of accounting change, net.......       (3,862)          --          --          --          --
                                                     --------------------------------------------------------------
  Net earnings (loss)...............................     $(11,108)    $ (3,233)   $    338    $  7,779    $  3,867
                                                     ==============================================================
  Diluted cumulative effect of accounting
      change per common share.......................     $  (0.63)          --          --          --          --
                                                     ==============================================================
  Diluted net earnings (loss) per common share......     $  (1.82)    $  (0.53)   $   0.05    $   1.33    $   0.87
                                                     ==============================================================
  Diluted weighted average shares outstanding.......    6,110,213    6,116,815   6,270,734   5,864,043   4,464,837
                                                     ==============================================================
Balance Sheet Data (at end of period):
  Net property and equipment........................      $49,403      $57,648     $64,618     $71,154     $56,714
  Total assets......................................       91,107       96,730      99,526     107,704      78,223
  Debt and capitalized leases,  including current          19,814       21,623      21,206      32,791      37,428
    portion.........................................
  Stockholders' equity..............................       44,844       55,944      59,699      59,849      29,103
</TABLE>
[FN]

     1...The  Company  was  treated as an S  Corporation  for  federal and state
income tax purposes from October 1, 1990 to November 16, 1995. As a result,  the
Company's  taxable  earnings  for such  period  were taxed for federal and state
income tax purposes directly to the Company's  then-existing  stockholders.  The
pro forma  statement  of  earnings  data  give  effect  to an  adjustment  for a
provision  for federal and state income taxes as if the Company had been treated
as a C  Corporation  during such period.  The pro forma  statement of operations
data do not give  effect  to the  one-time,  non-cash  charge of  $2,980,115  in
recognition of deferred  income taxes that resulted from the  termination of the
Company's S Corporation  status.  The provision for income taxes for fiscal 1996
includes the one-time, non-cash charge of $2,980,115.
</FN>


<PAGE>


<TABLE>
<S>                                                        <C>          <C>         <C>         <C>         <C>
Operating Data:
  Operating ratio2..................................       104.3%       101.8%       98.9%       92.4%       90.9%
  Average revenue per loaded mile...................        $1.30        $1.26       $1.25       $1.25       $1.24
  Average revenue per total mile....................        $1.16        $1.11       $1.11       $1.10       $1.10
  Average revenue per tractor per week..............       $2,493       $2,478      $2,510      $2,627      $2,526
  Empty miles percentage............................        10.6%        12.0%       11.8%       11.9%       11.7%
  Average length of haul in miles...................        1,067        1,017       1,026       1,001         984
  Weighted average tractors during period...........        1,785        1,635       1,494       1,142         774
  Tractors at end of period.........................        1,932        1,693       1,655       1,344         940
  Trailers at end of period.........................        2,468        2,424       2,455       1,998       1,430
</TABLE>
[FN]
     2   Operating expenses as a percentage of revenue.

</FN>

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

Overview

         Simon  Transportation provides nationwide,  predominantly  temperature-
controlled  truckload  transportation  for  numerous  major shippers.  In recent
years,  much of the  Company's  growth has resulted  from earning  core  carrier
status  with  major  shippers  and  meeting the  demands of  these  shippers for
additional  equipment.  The Company has grown to  $231.4 million  in revenue for
its  fiscal  year  ended  September 30, 2000, from $101.1 million in revenue for
fiscal 1996, a compounded annual growth rate of 23.0%.

         During fiscal 1998, the Company experienced strong revenue growth, with
revenue increasing  approximately 25%. Pretax earnings decreased  substantially,
however, as the Company experienced  financial and operating  difficulties.  For
much of the year, the industry-wide driver shortage contributed to a substantial
number of unseated tractors.  To address this problem, the Company raised driver
wages by a total of four cents per mile. Although management believes the higher
wages made the Company more competitive in attracting and retaining drivers, the
combination of unproductive  equipment and higher wages  adversely  affected the
Company's  profitability.  The Company's financial results also were affected by
unusually  high  accident  claims and repair  expense  during the second  fiscal
quarter.

         During  fiscal  year  1999,  management  deferred   deliveries  of  new
tractors to better match the anticipated availability of drivers.  This  reduced
revenue  growth for the year to 8% compared with historical levels.  The Company
continued  to  experience  financial and  operating  difficulties  due to driver
turnover rates far in excess of historical averages and the fact that driver pay
increases effective in fiscal 1998 were not offset by  increases  in the freight
rates  charged by the  Company.  In July 1999,  the Company reduced its shop and
administrative personnel by approximately 25%.

         During  fiscal year 2000, revenue growth was 11%.  Despite this growth,
the Company  struggled  to restore  profitability because of high  fuel  prices,
and increased driver  turnover.  Accident claims,  repair expenses,   recruiting
costs,  and  low  miles  per tractor  hurt  the Company's profitability and were
exacerbated by the highest turnover in Simon's history.

         During fiscal year 2000, in connection  with the change in  controlling
ownership and management,  the Company  changed its method of accounting for its
accrual for  accident  and  workers' compensation  claims.  Effective October 1,
1999, the Company adopted a fully-developed  claims expense estimate based on an
actuarial computation of the ultimate  liability.  Both the method formerly used
by the Company and the  fully-developed  method  are  acceptable under generally
accepted  accounting  principles (GAAP). The cumulative effect of the accounting
change was $3.9 million, net of an income tax benefit of $2.2 million.

         The  Company  operated  as  an  S corporation  from  October 1, 1990 to
November 16, 1995.   As a result,  the Company's net taxable earnings were taxed
directly  to the  Company's  existing  stockholders  rather than to the Company.
The pro forma  statement of earnings  data  included in the "Selected  Financial

<PAGE>
and Operating  Data" set forth the Company's net earnings for such periods as if
the Company had been  subject to federal and state  income  taxes  at a combined
effective rate of 39.6% for fiscal year 1996.  In addition to the ongoing income
tax  effect,  the  termination of the  Company's  S corporation status  resulted
in a  one-time, non-cash charge of approximately $3.0 million during fiscal year
1996 in recognition of deferred income taxes.

Results of Operations

         The  following table  sets forth the percentage relationship of certain
items to operating revenue for the periods indicated:
<TABLE>
<CAPTION>
                                                                                       Fiscal Years Ended
                                                                                          September 30,
                                                                                ----------------------------------
                                                                                  2000        1999       1998
                                                                                ----------------------------------
<S>                                                                             <C>         <C>        <C>
Operating revenue..............................................................     100.0%      100.0%     100.0%
Operating expenses:
  Salaries, wages, and benefits................................................      40.7        43.5       41.6
  Fuel and fuel taxes..........................................................      22.1        17.8       18.2
  Operating supplies and expenses..............................................      13.6        13.3       13.5
  Taxes and licenses...........................................................       3.4         3.5        3.4
  Insurance and claims.........................................................       4.5         3.2        2.7
  Communications and utilities.................................................       1.7         2.0        2.0
  Depreciation and amortization................................................       1.8         2.1        2.4
  Rent.........................................................................      16.4        16.4       15.0
                                                                                ---------------------------------
    Total operating expenses....................................................    104.3       101.8       98.9
                                                                                ---------------------------------
Operating earnings (loss)......................................................      (4.3)       (1.8)       1.1
Interest expense and other, net................................................      (0.6)       (0.6)      (0.8)
                                                                                ---------------------------------
Earnings (loss) before income taxes and
    cumulative effect of accounting change.....................................      (4.9)       (2.4)       0.3
Benefit (provision) for income taxes...........................................       1.8         0.9       (0.1)
                                                                                ---------------------------------
Earnings (loss) before cumulative effect of accounting change..................      (3.1)       (1.5)       0.2
Cumulative effect of accounting change, net of income tax benefit.............       (1.7)         --         --
                                                                                =================================
Net earnings (loss)............................................................      (4.8)%      (1.5)%      0.2%
                                                                                =================================
</TABLE>


Comparison  of fiscal  year ended  September  30,  2000,  with fiscal year ended
September 30, 1999.

         Operating  revenue  increased $22.3 million (10.6%),  to $231.4 million
during the 2000 fiscal year from $209.1 million during the 1999 fiscal year. The
increase  in  revenue  was  primarily  attributable  to a 9.2%  increase  in the
weighted  average  number of tractors to 1,785  during the 2000 fiscal year from
1,635  during  the 1999  fiscal  year.  Average  revenue  per  tractor  per week
increased  to $2,493  during the 2000 fiscal  year from  $2,478  during the 1999
fiscal  year due to an  increase  in average  revenue  per loaded mile to $1.30,
$1.26  excluding fuel  surcharge,  during the 2000 fiscal year from $1.26 in the
1999 fiscal year.

         Salaries, wages and benefits  increased $3.3 million  (3.7%),  to $94.2
million in the 2000 fiscal year from $90.9 million in the 1999 fiscal year. As a
percentage  of  revenue,  salaries,  wages,  and benefits  decreased to 40.7% of
revenue during the 2000  fiscal year  from 43.5%  during  the 1999 fiscal  year.
The  decrease  is  primarily  attributable  to  a  reduction  in  the  Company's
shop and administrative  personnel in July 1999, as the Company reduced its non-
driver  personnel, mostly from the shop area, by  approximately 25%.  Management
announced a driver wage  increase  of two  cents per mile effective  November 1,
2000. One cent of the increase  applies to all drivers at all levels and another
cent can be attained based upon a monthly mileage target.

         Fuel and fuel taxes increased $13.9 million  (37.4%),  to $51.2 million
in  the  2000  fiscal  year  from  $37.3 million in the 1999 fiscal  year.  As a
percentage of revenue, fuel and fuel taxes increased to 22.1% of revenue  during
the 2000 fiscal year from 17.8% during the 1999 fiscal year,  principally  as  a
result  of  higher  fuel  prices  in  the 2000 period as compared  with the 1999
period.   The  Company  has  agreements  in place with a  substantial  number of
<PAGE>
customers  who have agreed to pay fuel  surcharges to help offset the escalation
in fuel prices.  However,  increased  fuel  prices  will  not be fully offset by
these surcharges.

         Operating  supplies  and  expenses  increased $3.7 million (13.3%),  to
$31.6  million  in  the  2000 fiscal year  from $27.9 million in the 1999 fiscal
year.  As a percentage of revenue,  operating  supplies and  expenses  increased
to  13.6% of  revenue  during  the  2000 fiscal year from 13.3%  during the 1999
fiscal  year.  The  increase  is  principally  attributable  to  the   increased
recruiting  costs associated with  driver  turnover,  primarily  in  the  fourth
quarter.

         Taxes  and licenses  increased $0.5 million (7.0%),  to $7.8 million in
the 2000 fiscal year from $7.3 million in the 1999 fiscal year.  As a percentage
of revenue,  taxes and licenses remained essentially constant at 3.4% of revenue
during the 2000 fiscal year  compared to 3.5% of revenue  during the 1999 fiscal
year.

         Insurance  and claims increased $3.8 million (57.1%),  to $10.4 million
in the 2000  fiscal  year  from  $6.6  million  in the 1999  fiscal  year.  As a
percentage of revenue, insurance and claims increased to 4.5% of revenue for the
2000 fiscal year  compared to 3.2% during the 1999 fiscal  year,  primarily as a
result of increased claims associated with driver turnover.

         Communications  and  utilities  decreased  $0.2 million (4.7%), to $4.0
million in the 2000 fiscal year from $4.2 million in the 1999 fiscal year.  As a
percentage  of revenue,  communications  and  utilities  decreased  to  1.7%  of
revenue for the 2000 fiscal year compared to 2.0%  during the 1999 fiscal  year.
The  decrease   was   primarily  attributable  to  more  efficient  use  of  the
Company's satellite  communication  and  long  distance  services.  The  Company
has reduced its long  distance  phone  rates  by over 40% versus the 1999 fiscal
year.(*)

         Depreciation  and amortization  decreased $0.4 million (7.7%),  to $4.1
million in the 2000 fiscal year from $4.5 million in the 1999 fiscal year.  As a
percentage of revenue,  depreciation and amortization (adjusted for the net gain
on sale of equipment)  decreased to 1.8% of revenue  during the 2000 fiscal year
from 2.1%  during the 1999 fiscal  year  primarily  because of a decrease in the
percentage of the Company's  revenue  equipment that was owned or acquired under
capitalized leases.  Depreciation and amortization  (unadjusted for the net gain
on sale of  equipment)  decreased to 2.6% of revenue ($6.0  million)  during the
2000  fiscal  year from 3.2% of revenue  ($6.6  million)  during the 1999 fiscal
year.  Depreciation and amortization was adjusted for a $1.9 million net gain on
the sale of revenue  equipment  during the 2000 fiscal year compared with a $2.1
million net gain during the 1999 fiscal year.

         Rent  increased  $3.6 million  (10.4%),  to $38.0  million  in the 2000
fiscal year  from  $34.4  million  in  the 1999 fiscal year.  As a percentage of
revenue,  rent remained  constant at 16.4%  of revenue  during both the 2000 and
1999 fiscal years.  Substantially  all  of the  Company's  revenue  equipment is
financed  through operating  leases.  The Company has utilized  operating leases
in  the  most  recent year  because  of  more favorable  terms.  If  the Company
continues to use operating lease  financing, its operating ratio may be affected
in future  periods  because the implied  financing  costs of such equipment  are
included as operating  expenses  instead of as interest expense.(*)

         As a result of the foregoing, the Company's operating  ratio  increased
to 104.3%  during the 2000 fiscal year from 101.8%  during the 1999 fiscal year.

         Interest  expense and other, remained  constant at $1.4 million in both
the 2000 and 1999 fiscal  years.  As a percentage  of revenue, interest  expense
and  other,  net  remained constant at 0.6% during both the 2000 and 1999 fiscal
years.

         The Company's  effective combined federal and state income tax rate for
the 2000 fiscal year was 36.0% compared to 37.8% for the 1999  fiscal year.  The
Company  reduced  its effective  rate  because  of  state  franchise  and  gross
receipts taxes payable even though the Company  experienced a net loss in fiscal

---------------------------------
(*) "Forward-looking" statements.

<PAGE>
2000.  The Company has utilized all available  loss  carrybacks in prior  years.
The 2000 loss will carry forward.

         During  fiscal year 2000, the Company  changed its method of accounting
for  its  accrual  for  accident  and  workers'  compensation claims.  Effective
October 1, 1999, the Company  adopted a  fully-developed  claims  expense  based
on an actuarial computation of the ultimate liability.  Both the method formerly
used by the Company and the  fully-developed  method are  acceptable under GAAP.
The  cumulative  effect  of  the  accounting  change was $3.9 million, net of an
income tax benefit of $2.2 million.

         As a result of the factors  described  above,  net loss  increased $7.9
million to a net loss of $11.1 million during the 2000 fiscal year, or $1.82 per
share, from a net loss of $3.2 million during the 1999 fiscal year, or $0.53 per
share.  As a  percentage  of  revenue,  net loss was 4.8% of revenue in the 2000
fiscal year compared with net loss of 1.5% of revenue in the 1999 fiscal year.


Comparison  of fiscal  year ended  September  30,  1999,  with fiscal year ended
September 30, 1998.

         Operating  revenue  increased $15.6 million  (8.1%),  to $209.1 million
during the 1999 fiscal year from $193.5 million during the 1998 fiscal year. The
increase  in  revenue  was  primarily  attributable  to a 9.4%  increase  in the
weighted  average number of tractors,  to 1,635 during the 1999 fiscal year from
1,494 during the 1998 fiscal year, and an increase in average revenue per loaded
mile to $1.26  during the 1999 fiscal  year from $1.25 in the 1998 fiscal  year.
This  increase  was  partially  offset by a decrease in the average  revenue per
tractor per week to $2,478  during the 1999  fiscal year from $2,510  during the
1998 fiscal year due to slower than  expected  freight  demand in the  Company's
second  fiscal  quarter and a  significant  number of tractors  without  drivers
throughout much of the fiscal year, particularly the first and fourth quarters.

         Salaries, wages and benefits increased $10.4 million (12.9%),  to $90.9
million in the 1999 fiscal year from $80.5 million in the 1998 fiscal year. As a
percentage  of  revenue,  salaries,  wages,  and benefits  increased to 43.5% of
revenue during the 1999 fiscal year from 41.6% during the 1998 fiscal year.  The
increase is primarily attributable  to the full effect of the  two-cent per mile
driver wage increases effective April 15, 1998, and excess non-driving personnel
during most of the 1999 fiscal year. In July 1999, the Company reduced  its shop
and administrative personnel by approximately 25%.

         Fuel and fuel taxes  increased  $2.0 million  (5.6%),  to $37.3 million
in  the  1999  fiscal  year  from  $35.3 million in the 1998 fiscal  year.  As a
percentage of revenue, fuel and fuel taxes decreased to 17.8% of revenue  during
the 1999 fiscal year from  18.2% during  the  1998  fiscal  year.  The  decrease
resulted  principally  from lower fuel prices in the first three quarters of the
1999  fiscal  year.   Fuel  prices  rose  dramatically  during the quarter ended
September 30, 1999.

         Operating   supplies and  expenses  increased $1.7 million  (6.6%),  to
$27.9 million in the 1999 fiscal year from $26.2  million  in  the  1998  fiscal
year.  As a percentage of revenue,  operating  supplies and  expenses  decreased
to  13.3% of  revenue  during  the 1999  fiscal  year from 13.5% during the 1998
fiscal  year.  The decrease is primarily  attributable  to the Company's efforts
to reduce the amount spent on operating supplies and expenses.

         Taxes and licenses  increased $0.7 million (11.6%),  to $7.3 million in
the 1999 fiscal year from $6.6 million in the 1998 fiscal year.  As a percentage
of revenue,  taxes and licenses remained essentially constant at 3.5% of revenue
during the 1999 fiscal year  compared to 3.4% of revenue  during the 1998 fiscal
year.

         Insurance and claims  increased  $1.4 million  (26.3%), to $6.6 million
in  the 1999  fiscal  year from  $5.2  million  in  the  1998 fiscal year.  As a
percentage  of  revenue,  insurance and claims  increased to 3.2% of revenue for
the 1999 fiscal year compared to 2.7% during the 1998 fiscal year.  The increase
was  attributable  to an increase in the number of accidents experienced  by the
Company during the 1999 fiscal year.

         Communications  and  utilities  increased  $0.3 million (7.4%), to $4.2
million in the 1999 fiscal year from $3.9 million in the 1998 fiscal year.  As a
percentage of revenue,  communications  and utilities remained unchanged at 2.0%
of revenue during the 1999 and 1998 fiscal years.

<PAGE>
         Depreciation  and amortization  decreased $0.2 million (5.5%),  to $4.5
million in the 1999 fiscal year from $4.7 million in the 1998 fiscal year.  As a
percentage of revenue,  depreciation and amortization (adjusted for the net gain
on sale of equipment)  decreased to 2.1% of revenue  during the 1999 fiscal year
from 2.4%  during the 1998 fiscal  year  primarily  because of a decrease in the
percentage of the Company's  revenue  equipment that was owned or acquired under
capitalized leases.  Depreciation and amortization  (unadjusted for the net gain
on sale of  equipment)  decreased to 3.2% of revenue ($6.6  million)  during the
1999  fiscal  year from 3.6% of revenue  ($7.0  million)  during the 1998 fiscal
year.  Depreciation  was  adjusted  for a $2.1  million  net gain on the sale of
revenue  equipment  during the 1999 fiscal year compared with a $2.3 million net
gain during the 1998 fiscal year.

         Rent  increased  $5.4 million  (18.5%),  to $34.4  million  in the 1999
fiscal  year  from  $29.0  million  in the 1998 fiscal year.  As a percentage of
revenue,  rent  increased to 16.4% of revenue  during the 1999 fiscal year  from
15.0%  during  the 1998  fiscal  year as  the  Company  added new equipment  and
replaced  equipment  that had been financed  under  capital  lease  arrangements
with  equipment  financed  under  operating  leases.  Substantially  all  of the
Company's  revenue equipment is financed through operating leases.  In addition,
the fixed monthly rental payments were not  as  efficiently  spread  over  lower
revenue per tractor.

         As a result of the foregoing, the Company's  operating ratio  increased
to 101.8%  during the 1999 fiscal year from 98.9%  during  the 1998 fiscal year.

         Interest  expense and other, net decreased $0.1 million (9.8%), to $1.4
million in the 1999 fiscal year from $1.5 million in the 1998 fiscal year.  As a
percentage of revenue,  interest  expense and other,  net decreased  slightly to
0.6% of revenue  during the 1999 fiscal year  compared with 0.8% during the 1998
fiscal year.

         The  Company's effective combined federal and state income tax rate for
the 1999 fiscal  year was 37.8%  compared to 46.8% for the 1998 fiscal year as a
result of the relative impact of  non-deductible  expenses in fiscal 1998. These
non-deductible  expenses remained  essentially constant during both the 1999 and
1998 fiscal years;  however,  the relative effect on the tax rate varies because
of the earnings  experienced in the 1998 fiscal year versus the loss in the 1999
fiscal year.

         As a result of the factors described above, net earnings decreased $3.6
million to a loss of $3.2 million  during the 1999 fiscal year from net earnings
of $338,000  during the 1998 fiscal year. As a percentage  of revenue,  net loss
was 1.5% of revenue in the 1999 fiscal year  compared  with net earnings of 0.2%
of revenue in the 1998 fiscal year.


Liquidity and Capital Resources

         The  growth  of  the  Company's   business  has   required  significant
investment  in new  revenue equipment that the Company historically has financed
with   borrowings   under   installment  notes  payable  to  commercial  lending
institutions  and  equipment manufacturers,  equipment  leases  from third-party
lessors,  borrowings under its line of credit,  and cash  flows from operations.
The  Company's  primary  sources of  liquidity  are  borrowings  and leases with
financial  institutions and equipment manufacturers.  During the 2000, 1999, and
1998  fiscal  years,  the  Company  financed most of its tractors with operating
leases.

         Net cash (used in) provided by operating activities was ($7.6 million),
($1.6  million),  and $4.2 million,  for the fiscal  years  ended  September 30,
2000,  1999, and 1998, respectively. Accounts receivable increased $7.1 million,
$2.6 million, and $627,000 for the fiscal years ended  September 30, 2000, 1999,
and 1998,  respectively.  The average age of the Company's  accounts  receivable
was 42, 39, and 35 days for the fiscal years ended September 30, 2000, 1999, and
1998, respectively.

         Net  cash  provided by  investing  activities  was $4.1  million,  $2.5
million,  and $2.9 million, for the fiscal years ended September 30, 2000, 1999,
and  1998,  respectively,  and  consisted  of  net  purchases  of  property  and
equipment.  The Company  expects  capital  expenditures  (primarily  for revenue
equipment  and  satellite   communications  units),  net  of  revenue  equipment
trade-ins,  to be approximately $33.3 million in aggregate for fiscal years 2001
<PAGE>
and 2002. The Company expects projected  capital  expenditures to be funded with
operating leases, borrowings and cash flows from operations.(*)

         Net cash used in financing activities was $1.8 million,  $100,000,  and
$12.1 million,  for the fiscal years ended  September 30, 2000,  1999, and 1998,
respectively.  Primary  sources of cash were  borrowings  of $6 million  and $10
million on the Company's  line-of-credit in the fiscal years ended September 30,
2000  and  1999,  respectively.  Primary  uses  of cash  were  net  payments  on
borrowings of $7.8 million,  $9.5 million,  and $14.5 million of principal under
the Company's  long-term debt and  capitalized  lease  agreements for the fiscal
years ended September 30, 2000, 1999, and 1998, respectively. During fiscal year
1999, the Company  purchased 95,500 shares of Class A Common Stock at an average
market price of $5.46 per share for a total cash outlay of $522,000. The Company
purchased  81,100  shares at an  average  market  price of $6.55 per share for a
total cash outlay of $532,000 in fiscal 1998.

         The  maximum  amount  committed  under  the Company's line of credit at
September 30, 2000  was  $20 million.  As of September 30, 2000, the Company had
drawn $16 million against the line. At  September  30, 2000,  the interest  rate
on the line of credit is 1.75 percent above the 30-day  London Interbank Offered
Rate ("LIBOR") in effect from time-to-time.  At  September 30, 2000, the Company
had  other  outstanding  long-term  debt  and   capitalized  lease   obligations
(including  current  portions)  of  approximately   $3.8 million,  most of which
comprised  obligations  for the purchase of revenue  equipment.  As of September
30, 2000, the Company's  future commitments under noncancelable operating leases
amounted to $74.1 million.

         In January  2001, the Company amended its credit facility.  The amended
agreement  provides for a $10 million term loan in addition  to  the $20 million
line of credit.  The term loan matures September 30, 2001 and the line of credit
matures  September  30, 2002.  Borrowings under the line of credit and term loan
are secured by the Company's Salt Lake City terminal  facility.  In addition,  a
portion  of  borrowings  under  the  agreement  are  guaranteed by the Company's
majority stockholder.  All borrowings under the agreement bear interest at rates
ranging from 1.75 percent to 3.25 percent  above the  Eurodollar  Rate in effect
from   time-to-time.   Applicable  interest  rates  are  determined based on the
Company's net worth.

         The Company's working capital at September 30, 2000, 1999, and 1998 was
$16.0  million,  $17.5  million,  and $14.9  million,  respectively.  Management
believes  that  available  borrowings  under the line of credit  and term  loan,
future  borrowings  under  installment  notes payable or lease  arrangements for
revenue  equipment,  and cash flows  generated from  operations,  will allow the
Company  to  continue  to meet its  working  capital  requirements,  anticipated
capital  expenditures,  and obligations under debt and capitalized and operating
leases at least through fiscal year 2001.(*)

Inflation

         Inflation  has had a minimal effect  upon the  Company's  profitability
in  recent  years.  Most  of the  Company's  operating expenses  are  inflation-
sensitive,  with  inflation generally producing  increased  costs of  operation.
The Company expects that inflation will affect its costs no more than it affects
those of other truckload carriers.

Seasonality

         The Company  experiences some seasonal  fluctuations in freight volume,
as shipments have  historically  decreased during the first  calendar   quarter.
In addition,  the Company's  operating  expenses  historically  have been higher
in the winter months due to decreased fuel efficiency  and increased maintenance
costs in colder weather.

---------------------------------
(*) "Forward-looking" statements.

<PAGE>
Fuel Availability and Cost

         The Company  actively  manages its fuel costs by  requiring  drivers to
fuel at Company  terminals  or,  whenever  possible en route, at service centers
with which the  Company has  established  volume  purchasing  arrangements.  The
Company controls fuel purchases by  using  its proprietary software and Qualcomm
communications ability  to  schedule  fueling  stops and amounts purchased based
upon fuel  prices  at locations  on drivers'  routes.  The Company  historically
has  been  able  to  pass  through  most increases in  fuel  prices and taxes to
customers in the form of higher rates and fuel surcharges.  The Company has fuel
surcharge  agreements  with  a  majority of its customers.   However, the recent
increases in fuel prices are not fully offset by these surcharges.


Cautionary Statement Regarding Forward-Looking Statements

         The Company may from time-to-time make written or oral  forward-looking
statements.  Written  forward-looking  statements may appear in  documents filed
with the Securities and Exchange Commission, in press  releases,  and in reports
to stockholders.  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.  Factors that might cause such a
difference include, but are not limited to the following:

         Economic  Factors;  Fuel Prices.  Negative   economic  factors  such as
recessions,  downturns  in  customers'  business  cycles,  surplus  inventories,
inflation,  and higher  interest  rates could  impair  the  Company's  operating
results by decreasing equipment utilization or increasing  costs of  operations.
Increases in fuel prices usually are not fully  recoverable.  Accordingly,  high
fuel prices can have a negative impact on the Company's profitability.

         Recruitment,   Retention,   and   Compensation  of  Qualified  Drivers.
Competition  for  drivers  is  intense  in the trucking industry.  There is, and
historically  has  been,  an industry-wide  shortage of qualified  drivers.  The
Company  experienced the highest driver  turnover in its history in fiscal 2000,
175%  measuring  from  the time the driver is assigned a tractor.  The Company's
driver  turnover  in  fiscal  2000  is  believed  to be higher than the industry
generally.  This shortage  caused the Company to implement a driver pay increase
effective  November 1, 2000.  The Company  could  be forced to further  increase
the compensation it pays to drivers or curtail the Company's growth, which could
have a material adverse effect on the Company's profitability.

         Resale  of  Used  Revenue  Equipment.   The  Company  historically  has
recognized a gain  on  the sale of  its revenue  equipment.  The market for used
equipment  has  experienced  greater  supply than demand in 1998, 1999 and 2000.
If the resale value of the Company's revenue  equipment  were  to  decline,  the
Company could find it necessary to dispose of its  equipment  at lower prices or
retain some of its equipment  longer,  with  a  resulting  increase in operating
expenses.

         Acquisitions.  In December  2000,   the Company  announced  the signing
of a definitive  acquisition  agreement.  The agreement has not been consummated
as of the date of this report and is subject to certain  conditions  to closing,
including  due  diligence.  This  acquisition, and any other acquisition  by the
Company,  involves  numerous  risks,  including  difficulties  in   assimilating
operations,  diversion  of  management time,  exposure  to  successor  liability
issues, and the potential loss of customers,  key employees, and  drivers of the
acquired  company,  any  of  which  could  have a material adverse effect on the
Company's profitability.


<PAGE>


Item 7A. Quantitative and Qualitative Disclosures About Market Risk

         The  principal  market  risks  to  which  the  Company  is  exposed are
fluctuations  in fuel prices and interest  rates on our debt financing.

         We are not  engaged  in any fuel  hedging  transactions.  Thus,  we are
exposed  to  fluctuations  in fuel prices but are not exposed to any market risk
involving hedging costs.

         The principal market risks (i.e., the risk of loss arising from adverse
changes in  market rates and prices) to which we are exposed are interest  rates
on our debt  financing.  Our variable  rate debt consists of a revolving line of
credit, and an equipment finance term loan carrying interest rates tied to LIBOR
or the Eurodollar  rate.  These variable  interest  rates  expose us to the risk
that  interest  rates  may rise.  At  September  30,  2000,  assuming  borrowing
equal to  the  $16  million  drawn  on the  line of credit and $260,000 on other
outstanding  variable rate loans,  a one percentage  point increase in the LIBOR
and Eurodollar  rate would increase our annual interest expense by approximately
$163,000.  The balance of our equipment  financing carries fixed  interest rates
and includes term notes payable  and capitalized  leases totaling  approximately
$3.1 million.  These fixed interest rates expose us to  the risk  that  interest
rates may fall. A one  percentage point decline in interest rates would have the
effect  of  increasing  the  premium  we  pay  over market interest rates by one
percentage point or approximately $31,000 annually.


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The  Company's   audited    financial    statements,     including  its
consolidated  balance  sheets and  consolidated  statements of operations,  cash
flows,  and stockholders'  equity,  and notes related  thereto,  are included at
pages 22 to 37 of this report.  The supplementary  quarterly financial  data for
fiscal years 2000 and 1999  follows.  The quarterly  data has been restated from
amounts  previously  disclosed  to  reflect  the effect of accounting change for
accrued claims payable.

Quarterly Financial Data:
<TABLE>
<CAPTION>

                                                      Fourth             Third             Second             First
                                                      Quarter           Quarter            Quarter           Quarter
                                                       2000              2000               2000              2000
                                            ------------------ ---------------- ------------------- ----------------
<S>                                                  <C>               <C>                 <C>              <C>
Revenue                                              $ 61,430          $60,948             $55,159          $53,861
Operating earnings (loss)                             (10,459)             (82)                545               98
Earnings (loss) before income
   taxes and cumulative effect
   of accounting change                               (10,805)            (418)                122             (221)
Provision (benefit) for income taxes                   (3,890)            (151)                 44              (80)
Cumulative effect of
   accounting change                                       --               --                  --           (3,863)
Net earnings (loss)                                    (6,915)            (267)                 78           (4,004)
Diluted net earnings (loss) per share                $  (1.13)         $ (0.04)            $  0.01          $ (0.66)

                                                      Fourth             Third             Second             First
                                                      Quarter           Quarter            Quarter           Quarter
                                                       1999              1999               1999              1999
                                            ------------------ ---------------- ------------------- ----------------
Revenue                                              $ 53,281          $53,599             $49,271          $52,992
Operating earnings (loss)                                (440)          (1,058)             (2,716)             369
Earnings (loss) before income taxes                      (782)          (1,393)             (3,097)              73
Provision (benefit) for income taxes                     (294)            (527)             (1,171)              27
Net earnings (loss)                                      (486)            (866)             (1,926)              45
Diluted net earnings (loss) per share                $  (0.08)         $ (0.14)            $ (0.32)         $  0.01


</TABLE>


<PAGE>


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

         No reports on Form 8-K  have been filed  within the  twenty-four months
prior to  September 30, 2000, involving a change of accountants or disagreements
on accounting and financial disclosure.

                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The information  respecting  executive officers and directors set forth
under the captions "Election of Directors - Information Concerning Directors and
Executive   Officers"  and  "Section  16(a)   Beneficial   Ownership   Reporting
Compliance"  of  Registrant's  Proxy  Statement  for the 2000 annual  meeting of
stockholders  following the fiscal year ended September 30, 2000,  which will be
filed with the Securities and Exchange  Commission in accordance with Rule 14a-6
promulgated  under the  Securities  Exchange Act of 1934, as amended (the "Proxy
Statement"), is incorporated by reference.


Item 11. EXECUTIVE COMPENSATION

         The information  respecting executive  compensation set forth under the
caption "Executive  Compensation" of the Proxy Statement is incorporated  herein
by reference;  provided,  that the  "Compensation  Committee Report on Executive
Compensation" contained in the Proxy Statement is not incorporated by reference.


Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information  respecting  security  ownership of certain  beneficial
owners  and  management  set forth  under the  caption  "Security  Ownership  of
Principal  Stockholders  and  Management" of the Proxy Statement is incorporated
herein by reference.


Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information  respecting  certain  relationships and transactions of
management set forth under the captions  "Compensation  Committee Interlocks and
Insider  Participation"  and "Certain  Transactions"  of the Proxy  Statement is
incorporated herein by reference.



<PAGE>


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)      1.       Financial Statements.
The Company's audited financial  statements are set forth at the following pages
of this report:

                                                                          Page
Consolidated Statement of Financial Position.............................  22
Consolidated Statement of Operations.....................................  23
Consolidated Statement of Stockholders' Equity...........................  24
Consolidated Statement of Cash Flows.....................................  25
Notes to Consolidated Financial Statements...............................  26
Report of Independent Public Accountants.................................  38

         2.  Financial Statement Schedules.
Financial statement schedules are not required because all required  information
is included in the financial statements.

(b)      Reports on Form 8-K
There  were no  reports  on Form 8-K  filed  during  the  fourth  quarter  ended
September 30, 2000.

(c)      Exhibits

Number       Description
------       -----------
     3.1  +  Articles of Incorporation.
     3.2  *  Amended and Restated Bylaws.
     4.1  +  Articles of Incorporation.
     4.2  *  Amended and Restated Bylaws.
    10.1  +  Outside Director Stock Option Plan.
    10.2  *  Amendment to Outside Director Stock Option Plan
    10.3  +  Incentive Stock Plan.
    10.4  #  Amendment No. 2 to the Simon Transportation Services Inc. Incentive
             Stock Plan
    10.5  *  Revised  Amendment  No. 3  to  the  Simon  Transportation  Services
             Incentive Stock Plan
    10.6  @  Warrant   to   Purchase   Shares  of  Class A  Common  Stock  dated
             September 19, 2000,  between  Jerry Moyes and Simon  Transportation
             Services Inc.
    10.7  +  401(k) Plan.
    10.8 ++  Loan Agreement (Headquarters Loan) dated May 23, 1996 between  U.S.
             Bank of Utah and Dick Simon Trucking, Inc.
    10.9 +++ Loan Agreement  (Line of Credit) dated September 28, 1999 (replaced
             loan agreement dated April 29, 1996) between U.S. Bank of  Utah and
             Simon Transportation Services Inc.
      21  +  List of subsidiaries.
      23  *  Consent of Arthur Andersen LLP, independent public accountants.
-------------------------------------------
     +   Filed as an  exhibit to  the  registrant's  Registration  Statement  on
         Form S-1,  Registration No. 33-96876,  effective November 17, 1995, and
         incorporated  herein  by  reference.
     ++  Filed  as an  exhibit  to the
         registrant's  Quarterly  Report on Form 10-Q for the period  ended June
         30,  1996,  Commission  File No.  0-27208,  dated  August 9, 1996,  and
         incorporated herein by reference.
     +++ Filed as an  exhibit  to the  registrant's   Annual Report on Form 10-K
         for the period ended  September 30, 1999,  Commission File No. 0-27208,
         dated December 14, 1999, and incorporated herein by reference.  # Filed
         as an exhibit to the  registrant's  Definitive  Proxy Statement for the
         annual meeting held December 19, 1997, Commission File No. 0-27208, and
         incorporated herein by reference.
     @   Filed as an exhibit to  the  registrant's   Current Report on Form 8-K,
         Commission File No. 0-27208,  dated October 4, 2000, and   incorporated
         herein by reference.
     *   Filed herewith


<PAGE>



                                  SIGNATURES


Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities  Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                              SIMON TRANSPORTATION SERVICES INC.



Date:   January 10, 2001             By:   /s/ Alban B. Lang
        ----------------                   -----------------
                                           Alban B. Lang
                                           Treasurer and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

          Signature                              Position                                         Date
          ---------                              --------                                         ----
<S>                                        <C>                                               <C>
/s/ Jerry Moyes                            Chairman of the Board                             January 10, 2001
--------------------------------------
Jerry Moyes

/s/ Jon Isaacson                           Chief Executive Office (principal operating       January 10, 2001
--------------------------------------     officer); Director
Jon Isaacson

/s/ Kelle A. Simon                         President;  Director                              January 10, 2001
--------------------------------------
Kelle A. Simon

/s/ Richard D. Simon                       Director                                          January 10, 2001
--------------------------------------
Richard D. Simon

/s/ Lou Edwards                            Director                                          January 10, 2001
--------------------------------------
Lou Edwards

/s/ Gordon Holladay                        Director                                          January 10, 2001
--------------------------------------
Gordon Holladay

/s/ Earl Scudder                           Director                                          January 10, 2001
--------------------------------------
Earl Scudder
</TABLE>





<PAGE>
<TABLE>
<CAPTION>


                       SIMON TRANSPORTATION SERVICES INC.
                  CONSOLIDATED STATEMENT OF FINANCIAL POSITION

                                                       ASSETS
<S>                                                                               <C>               <C>
                                                                                            September 30,
                                                                                  ----------------------------------
                                                                                        2000             1999
                                                                                  ----------------------------------
Current Assets:
  Cash                                                                                $  3,331,119     $  8,658,268
  Receivables, net of allowance for doubtful accounts
        of $586,000 and $285,000, respectively                                          29,932,630       22,862,685

  Operating supplies                                                                     1,330,462        1,468,216
  Income taxes receivable                                                                       --        1,656,338
  Prepaid expenses and other                                                             2,325,199        2,643,993
  Current deferred income tax asset                                                      4,332,445        1,066,786
                                                                                  ----------------------------------
        Total current assets                                                            41,251,855       38,356,286
                                                                                  ----------------------------------
Property and Equipment, at cost:
  Land                                                                                   8,884,752        8,387,972
  Revenue equipment                                                                     37,114,744       45,089,385
  Buildings and improvements                                                            18,525,612       18,484,326
  Office furniture and equipment                                                         9,262,994        8,889,433
                                                                                  ----------------------------------
                                                                                        73,788,102       80,851,116
  Less accumulated depreciation and amortization                                       (24,384,568)     (23,203,536)
                                                                                  ----------------------------------
                                                                                        49,403,534       57,647,580
                                                                                  ----------------------------------
Other Assets                                                                               451,603          726,140
                                                                                  ----------------------------------

                                                                                      $ 91,106,992     $ 96,730,006
                                                                                  ==================================

                                       LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Current portion of long-term debt                                                   $  1,841,735     $  7,459,577
  Current portion of capitalized lease obligations                                       1,595,385        1,855,675
  Accounts payable                                                                       7,721,099        6,108,118
  Accrued liabilities                                                                    5,242,894        3,419,629
  Accrued claims payable                                                                 8,880,638        1,970,336
                                                                                  ----------------------------------
        Total current liabilities                                                       25,281,751       20,813,335
                                                                                  ----------------------------------

Long-Term Debt, net of current portion                                                  16,376,791       11,718,580
                                                                                  ----------------------------------
Capitalized Lease Obligations, net of current portion                                           --          589,181
                                                                                  ----------------------------------
Deferred Income Tax Liability                                                            4,604,318        7,665,063
                                                                                  ----------------------------------

Commitments and Contingencies (Notes 2 and 6)

Stockholders' Equity:
  Preferred stock, $.01 par value,  5,000,000 shares authorized,  none issued                   --               --
  Class A  common  stock,  $.01  par  value,  20,000,000  shares  authorized,
     6,287,709 and 5,372,683 shares issued, respectively                                    62,877           53,727
  Class B common stock, $.01 par value, 5,000,000 shares authorized, 0 and
     913,751 shares issued, respectively                                                        --            9,138
  Additional paid-in capital                                                            48,285,578       48,277,256
  Treasury stock, 176,600 shares at cost                                                (1,053,147)      (1,053,147)
  Retained earnings (deficit)                                                           (2,451,176)       8,656,873
                                                                                  ----------------------------------
        Total stockholders' equity                                                      44,844,132       55,943,847
                                                                                  ----------------------------------

                                                                                      $ 91,106,992     $ 96,730,006
                                                                                  ==================================
</TABLE>


              The accompanying notes to consolidated financial statements are
                 an integral part of this consolidated financial statement.


<PAGE>
<TABLE>
<CAPTION>


                       SIMON TRANSPORTATION SERVICES INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS


<S>                                                    <C>                    <C>               <C>
                                                                      For the Years Ended September 30,
                                                       ----------------------------------------------------------
                                                                2000               1999               1998
                                                       ----------------------------------------------------------

Operating Revenue                                            $231,396,894       $209,143,336        $193,506,902
                                                       ----------------------------------------------------------

Operating Expenses:
  Salaries, wages, and benefits                                94,240,163         90,875,731          80,499,985
  Fuel and fuel taxes                                          51,189,390         37,261,969          35,280,815
  Operating supplies and expenses                              31,575,822         27,872,046          26,155,797
  Taxes and licenses                                            7,829,742          7,318,915           6,557,109
  Insurance and claims                                         10,352,274          6,591,246           5,216,804
  Communications and utilities                                  4,039,162          4,239,479           3,945,707
  Depreciation and amortization                                 4,121,893          4,466,114           4,728,477
  Rent                                                         37,947,272         34,362,746          28,987,072
                                                       ----------------------------------------------------------
    Total operating expenses                                  241,295,718        212,988,246         191,371,766
                                                       ----------------------------------------------------------
    Operating earnings (loss)                                  (9,898,824)        (3,844,910)          2,135,136
Other (Expense) Earnings:
  Interest expense                                             (1,505,160)        (1,471,426)         (1,818,100)
  Other, net                                                       82,652            117,794             317,644
                                                       ----------------------------------------------------------
Earnings (loss) before income taxes and
  cumulative effect of accounting change                      (11,321,332)        (5,198,542)            634,680
Provision (benefit) for income taxes                           (4,075,680)        (1,965,049)            296,536
                                                       ----------------------------------------------------------
Earnings (loss) before cumulative
  effect of accounting change                                  (7,245,652)        (3,233,493)            338,144
Cumulative effect of accounting change
  for accrued claims payable, net of
  income tax benefit of $2,172,598                             (3,862,397)                --                  --
                                                       ----------------------------------------------------------
Net Earnings (Loss)                                          $(11,108,049)      $ (3,233,493)       $    338,144
                                                       ==========================================================
Basic and diluted cumulative effect of
  accounting change per common share                         $      (0.63)                --                  --
                                                       ==========================================================
Basic and diluted net earnings
  (loss) per common share                                    $      (1.82)      $      (0.53)       $       0.05
                                                       ==========================================================
Basic and diluted weighted average
  common shares outstanding                                     6,110,213          6,116,815           6,270,734
                                                       ==========================================================
</TABLE>


              The accompanying notes to consolidated financial statements are
                 an integral part of this consolidated financial statement.



<PAGE>
<TABLE>
<CAPTION>


                       SIMON TRANSPORTATION SERVICES INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

<S>                             <C>       <C>       <C>           <C>         <C>           <C>
                                Class A   Class B   Additional                  Retained       Total
                                Common    Common      Paid-in     Treasury      Earnings    Stockholders'
                                  Stock    Stock      Capital       Stock      (Deficit)       Equity
                                -------------------------------------------------------------------------
   Balance, September 30, 1997  $  53,203 $  9,627  $ 48,233,608  $        -- $  11,552,222 $  59,848,660

     Sale of 48,910 shares of         489     (489)                                                   --
      Class B Common Stock by
      major stockholder

     Issuance of 3,460 shares          35                 43,648                                  43,683
      of Class A Common Stock
      upon exercise of stock
      options

     Purchase of 81,100 shares                                       (531,547)                  (531,547)
      of Class A Common Stock

     Net earnings                                                                   338,144      338,144
                                -------------------------------------------------------------------------
   Balance, September 30, 1998     53,727    9,138    48,277,256     (531,547)   11,890,366   59,698,940

     Purchase of 95,500 shares                                       (521,600)                  (521,600)
      of Class A Common Stock

     Net loss                                                                    (3,233,493)  (3,233,493)
                                -------------------------------------------------------------------------
   Balance, September 30, 1999     53,727    9,138    48,277,256   (1,053,147)    8,656,873   55,943,847

     Issuance of 1,275 shares          12                  8,322                                   8,334
      of Class A Common Stock
      upon exercise of stock
      options

     Sale of 913,751 shares of      9,138   (9,138)                                                   --
      Class B Common Stock by
      major stockholder

     Net loss                                                                  (11,108,049)  (11,108,049)
                                -------------------------------------------------------------------------
   Balance, September 30, 2000  $  62,877 $     --  $ 48,285,578  $(1,053,147)$ (2,451,176) $ 44,844,132
                                =========================================================================

</TABLE>


              The accompanying notes to consolidated financial statements are
                 an integral part of this consolidated financial statement.

<PAGE>
<TABLE>
<CAPTION>


                                            SIMON TRANSPORTATION SERVICES INC.
                                           CONSOLIDATED STATEMENT OF CASH FLOWS

<S>                                                                    <C>                 <C>                 <C>
                                                                                 For the Years Ended September 30,
                                                                       -------------------------------------------------------
                                                                                2000               1999              1998
                                                                       -------------------------------------------------------
Cash Flows From Operating Activities:
  Net earnings (loss)                                                     $  (11,108,049)      $ (3,233,493)     $    338,144
  Adjustments to reconcile net earnings (loss) to net cash
    provided by (used in) operating activities:
    Depreciation and amortization                                              4,121,893          4,466,114         4,728,477
    Changes in operating assets and liabilities:
      Receivables, net                                                        (7,069,945)        (2,611,754)         (627,145)
      Operating supplies                                                         137,754           (399,121)         (316,882)
      Income taxes receivable                                                  1,656,338            936,767        (3,224,881)
      Prepaid expenses and other                                                 318,794           (462,013)         (623,057)
      Current deferred income tax asset                                       (3,265,659)          (304,323)         (127,436)
      Other assets                                                               274,537            140,981           (98,373)
      Accounts payable                                                         1,612,981          1,093,069         1,421,629
      Accrued liabilities                                                      1,823,266            231,224          (136,874)
      Accrued claims payable                                                   6,910,302             66,211             1,153
      Deferred income tax liability                                           (3,060,745)        (1,491,780)        2,902,398
                                                                       -------------------------------------------------------
        Net cash provided by (used in) operating activities                   (7,648,533)        (1,568,118)        4,237,153
                                                                       -------------------------------------------------------
Cash Flows From Investing Activities:
  Purchase of property and equipment                                         (16,318,070)       (10,385,759)      (12,936,744)
  Proceeds from the sale of property and equipment                            20,440,223         12,890,002        15,833,300
                                                                       -------------------------------------------------------
        Net cash provided by investing activities                              4,122,153          2,504,243         2,896,556
                                                                       -------------------------------------------------------
Cash Flows From Financing Activities:
  Proceeds from issuance of long-term debt                                            --                 --         2,900,000
  Principal payments on long-term debt                                        (6,959,631)        (7,551,634)       (7,191,295)
  Borrowings under line-of-credit agreement                                    6,000,000         10,000,000                --
  Principal payments under capitalized lease obligations                        (849,471)        (2,030,988)       (7,294,186)
  Net proceeds from issuance of common stock                                       8,334                 --            43,683
  Purchase of treasury stock                                                          --           (521,600)         (531,547)
                                                                       -------------------------------------------------------
        Net cash used in financing activities                                 (1,800,769)          (104,222)      (12,073,345)
                                                                       -------------------------------------------------------
Net Increase (Decrease) In Cash                                               (5,327,149)           831,903        (4,939,636)
Cash at Beginning of Year                                                      8,658,268          7,826,365        12,766,001
                                                                       -------------------------------------------------------
Cash at End of Year                                                       $    3,331,119       $  8,658,268      $  7,826,365
                                                                       =======================================================
Supplemental Disclosure of Cash Flow Information:
    Cash paid during the year for interest                                $    1,422,508       $  1,471,426      $  1,818,100
    Cash paid during the year for income taxes                                    55,505             32,486           153,461

</TABLE>


              The accompanying notes to consolidated financial statements are
                 an integral part of this consolidated financial statement.

<PAGE>




                        SIMON TRANSPORTATION SERVICES INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1)      DESCRIPTION OF THE COMPANY

         Simon  Transportation  Services Inc.  was  incorporated  in  Nevada  on
August 15, 1995 to acquire all of the outstanding  capital stock  of  Dick Simon
Trucking, Inc.,  a Utah corporation.  The  accompanying  consolidated  financial
statements present the consolidated financial position and results of operations
of  Simon  Transportation  Services Inc.  and  Dick  Simon  Trucking, Inc.,  its
wholly owned subsidiary (collectively, the "Company"). All intercompany accounts
and transactions have been eliminated in consolidation.

         The Company is a truckload carrier that specializes in premium service,
primarily through temperature-controlled  transportation predominantly for major
shippers in the U.S. food industry.


(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates in the Preparation of Financial Statements

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from these estimates.

Revenue Recognition and Significant Customers

         Freight  charges and related direct freight  expenses are recognized as
revenue and operating expense when freight is delivered at a destination  point.
No  customer  accounted  for more than 10  percent of  operating  revenue in the
fiscal year ended September 30, 2000. One customer  accounted for  approximately
11 percent of operating revenue in fiscal years 1999 and 1998, respectively.  No
other  customer  accounted for more than 10% of revenue during fiscal years 1999
and 1998.

Operating Supplies

         Operating  supplies  consist  primarily of tires,  fuel and maintenance
parts for revenue equipment which are stated at the lower of first-in, first-out
(FIFO) cost or market value.

Property and Equipment

         Property and  equipment are recorded at cost and  depreciated  based on
the  straight-line  method  over  their  estimated  useful  lives,  taking  into
consideration  salvage  values for  purchased  property and residual  values for
equipment held under capitalized  leases.  Leasehold  improvements are amortized
over the terms of the respective lease or the lives of the assets,  whichever is
shorter.

         Expenditures  for  routine  maintenance  and  repairs  are  charged  to
operating  expense as incurred.  Major renewals and  betterments are capitalized
and  depreciated  over their  estimated  useful lives.  Upon retirement or other
disposition of property and equipment, the cost and accumulated depreciation are
removed from the accounts,  and any gain or loss is recorded as an adjustment to
depreciation  and  amortization.  Net gains from the disposition of equipment in
the amounts of $1,858,535, $2,131,460 and $2,290,074 for fiscal years 2000, 1999
and 1998,  respectively,  have been included in depreciation and amortization in
the accompanying statements of operations and cash flows.



<PAGE>


         The estimated useful lives of property and equipment are as follows:

Revenue equipment                                                    3 - 7 years
Buildings and improvements                                              30 years
Office furniture and equipment                                      5 - 10 years

         Tires purchased as part of revenue  equipment are capitalized as a cost
of the equipment. Replacement tires are expensed when placed in service.

Fair Value of Financial Instruments

         The  carrying  amounts   reported  in  the  accompanying   consolidated
statements of financial  position for cash,  accounts  receivable,  and accounts
payable   approximate  fair  values  because  of  the  immediate  or  short-term
maturities of these financial instruments. The carrying amounts of the Company's
long-term debt also  approximate  fair values based on current rates for similar
debt.

Quantitative and Qualitative Disclosures About Market Risk

         The  principal  market  risks to  which  the  Company  is  exposed  are
fluctuations in fuel prices and interest rates on debt financing.

         The Company has not engaged in any fuel hedging transactions. Thus, the
Company is  exposed to  fluctuations  in fuel  prices but is not  exposed to any
market risk involving hedging costs.

         The principal market risks (i.e., the risk of loss arising from adverse
changes in market rates and prices) to which the Company is exposed are interest
rates on debt  financing.  Variable  rate debt  consists of a revolving  line of
credit, and an equipment finance term loan carrying interest rates tied to LIBOR
or the Eurodollar rate. These variable  interest rates expose the Company to the
risk that interest  rates may rise. At September  30, 2000,  assuming  borrowing
equal to the $16  million  drawn on the line of  credit  and  $260,000  on other
outstanding  variable rate loans, a one  percentage  point increase in the LIBOR
and Eurodollar  rate would increase  annual  interest  expense by  approximately
$163,000.  The balance of equipment  financing  carries fixed interest rates and
includes term notes payable and capitalized  leases totaling  approximately $3.1
million. These fixed interest rates expose the Company to the risk that interest
rates may fall. A one percentage  point decline in interest rates would have the
effect  of  increasing  the  premium  paid  over  market  interest  rates by one
percentage point or approximately $31,000 annually.

Insurance Coverage and Accrued Claims Payable

         The Company acts as a self-insurer for auto liability, tractor physical
damage,  trailer physical  damage,  and cargo damage claims subject to a "basket
deductible" of $250,000 per occurrence.  The Company acts as a self-insurer  for
workers' compensation claims up to $350,000 per single occurrence.  Liability in
excess of these  amounts has been  insured by the Company  through an  insurance
underwriter  up to applicable  policy limits of $1,000,000 per  occurrence.  The
Company maintains loss prevention programs in an effort to minimize this risk.

         The Company estimates and accrues a liability for its share of ultimate
settlements  using  all  available  information,  including  the  services  of a
third-party  risk  administrator,  to assist in establishing  reserve levels for
each occurrence based on the facts and  circumstances of the occurrence  coupled
with the Company's past history of such claims. The Company provides for adverse
loss developments in the period when new information so dictates.

         Prior to October 1, 1999,  the Company  provided a reserve for workers'
compensation  and automobile  related  liabilities  for each reported claim on a
case by case basis plus an  allowance  for the cost of incurred but not reported
claims.  Effective October 1, 1999, the Company changed its method of accounting
for  workers'   compensation  and  accident   claims.   The  Company  adopted  a
fully-developed claims expense estimate based on an actuarial computation of the
ultimate  liability.  Both  the  method  formerly  used by the  Company  and the
fully-developed  method are acceptable  under  accounting  principles  generally
accepted in the United States (GAAP).  The  cumulative  effect of the accounting
<PAGE>
change was  $3,862,397,  net of an income tax benefit of $2,172,598,  or $(0.63)
per diluted common share for the year ended September 30, 2000.

         The  Company had  outstanding  letters of credit  related to  insurance
coverage  totaling  $2,085,000  at September  30, 2000.  Subsequent to year end,
outstanding  letters of credit  related to insurance  coverage were increased to
$2,835,000.  These letters of credit  mature at various  times through  November
2001 and renew annually unless terminated by either party.

Income Taxes

         The  Company  recognizes  a  liability  or asset for the  deferred  tax
consequences  of all temporary  differences  between the tax bases of assets and
liabilities and their reported amounts in the consolidated  financial statements
that will  result in taxable  or  deductible  amounts  in future  years when the
reported amounts of the assets and liabilities are recovered or settled.

Net Earnings (Loss) Per Common Share

         Basic net  earnings  (loss)  per  common  share  (Basic  EPS)  excludes
dilution and is computed by dividing net earnings (loss) by the weighted average
number of common shares outstanding during the fiscal year. Diluted net earnings
(loss) per common share (Diluted EPS) reflects the potential dilution that could
occur if stock options or other  contracts to issue common stock were  exercised
or converted into common stock.  The  computation of Diluted EPS does not assume
exercise or conversion of securities that would have an  antidilutive  effect on
net earnings (loss) per common share.

         Options to purchase  1,342,555,  1,008,350 and 717,130 shares of common
stock at weighted  average  exercise  prices of $12.51,  $14.34 and $18.05 as of
September  30,  2000,  1999,  and 1998,  respectively,  were not included in the
computation  of  Diluted  EPS.  The  inclusion  of the  options  would have been
antidilutive, thereby increasing net earnings per common share or decreasing net
loss per common share.



<PAGE>


Segment Reporting

         The Company has adopted  Statement  of Financial  Accounting  Standards
("SFAS")  No. 131,  "Disclosures  About  Segments of an  Enterprise  and Related
Information."  This statement  requires  disclosures  related to components of a
company for which separate financial  information is available that is evaluated
regularly by the Company's  chief  operating  decision  maker in deciding how to
allocate resources and assess performance.  Management believes that the Company
has only one operating segment in accordance with SFAS No. 131.

Recent Accounting Pronouncements

         In June 1998, the Financial  Accounting Standards Board ("FASB") issued
SFAS 133,  "Accounting for Derivative  Instruments and Hedging Activities." SFAS
133 establishes  new accounting and reporting  standards for companies to report
information  about  derivative   instruments,   including   certain   derivative
instruments   embedded  in  other   contracts   (collectively   referred  to  as
derivatives),  and for hedging  activities.  This  statement  is  effective  for
financial  statements  issued for all fiscal  quarters of fiscal years beginning
after June 15,  2000.  The  Company  does not expect  this  statement  to have a
material impact on the Company's  results of operations,  financial  position or
liquidity.

         In December 1999, the Securities and Exchange  Commission ("SEC") staff
issued Staff Accounting Bulletin ("SAB") 101, "Revenue  Recognition in Financial
Statements." This  pronouncement  summarizes certain of the SEC staff's views in
applying   generally   accepted   accounting   principles  to  selected  revenue
recognition  issues.  The  Company is required to adopt SAB 101 during the first
quarter of fiscal year 2001.  Although  management is currently  evaluating  the
impact, if any, of SAB 101, management does not presently believe it will have a
material impact on the Company's  results of operations,  financial  position or
liquidity.

         In March  2000,  the FASB  issued  Interpretation  No.  44 ("FIN  44"),
"Accounting  for  Certain   Transactions   Involving  Stock   Compensation,   an
Interpretation  of Accounting  Principles Board Opinion No. 25 ("APB 25")." This
interpretation  clarifies the definition of an employee for purposes of applying
APB  25,  the  criteria  for   determining   whether  a  plan   qualifies  as  a
noncompensatory plan, the accounting consequence of various modifications to the
terms of a previously  fixed stock option or award,  and the  accounting  for an
exchange  of  stock  compensation  awards  in  a  business   combination.   This
interpretation became effective July 1, 2000 at which time it was adopted by the
Company.  The  adoption  of FIN 44 had no impact  on the  Company's  results  of
operations, financial position or liquidity at the time of the adoption.




<PAGE>


(3)      INCOME TAXES

         The  provision  (benefit)  for  income  taxes  includes  the  following
components for the years ended  September 30, 2000, 1999 and 1998:

<TABLE>
<S>                                                           <C>                <C>                 <C>
                                                                     2000               1999               1998
                                                              ---------------------------------------------------------
         Current income tax provision (benefit):
                  Federal                                         $           --    $      (333,900)   $   (2,100,924)
                  State                                                   47,000            164,957          (377,502)
                                                              ---------------------------------------------------------
                                                                          47,000           (168,943)       (2,478,426)
                                                              ---------------------------------------------------------
         Deferred income tax provision (benefit):
                  Federal                                             (5,722,329)        (1,331,839)        2,352,293
                  State                                                 (572,949)          (464,267)          422,669
                                                              ---------------------------------------------------------
                                                                      (6,295,278)        (1,796,106)        2,774,962
                                                              ---------------------------------------------------------
         Provision (benefit) for income taxes
            (including  $2,172,598 of benefit
            in fiscal 2000 netted against the cumulative
            effect of accounting change)                          $   (6,248,278)   $    (1,965,049)   $      296,536
                                                              =========================================================
</TABLE>

         The following is a reconciliation  between the statutory Federal income
tax rate of 34 percent and the  effective  rate which is derived by dividing the
provision  (benefit) for income taxes by earnings (loss) before income taxes for
the years ended September 30, 2000, 1999 and 1998:
<TABLE>
<S>                                                           <C>                 <C>                 <C>

                                                                     2000               1999               1998
                                                              ---------------------------------------------------------
         Computed "expected" provision (benefit)
              for income taxes at the statutory rate                $(5,901,151)       $(1,767,504)         $  215,791

         Increase (decrease) in income taxes Resulting from:

                  State income taxes, net of federal income
                      tax benefit                                      (347,126)          (197,545)             24,118

                  Other, net                                                 --                 --              56,627

                                                              ---------------------------------------------------------

         Provision (benefit) for income taxes                       $(6,248,277)       $(1,965,049)         $  296,536
                                                              =========================================================
</TABLE>

         The  significant  components of the net deferred  income tax assets and
liabilities as of September 30, 2000 and 1999 are as follows:

<TABLE>
<S>                                                                 <C>                 <C>
                                                                          2000                1999
                                                                    ------------------  -----------------
         Deferred income tax assets:
              Accrued claims payable                                      $ 2,881,635       $    397,259
              Other reserves and accruals                                   1,450,809            669,527
              AMT credit carryforward                                       1,001,786          1,017,279
              Federal net operating loss carryforward                       1,660,412            396,533
              State net operating loss carryforward                           300,207            478,991
                                                                    ------------------  -----------------
         Total deferred income tax assets                                   7,294,850          2,959,589
                                                                    ------------------  -----------------
         Deferred income tax liability:
              Difference between book and tax basis
                  of property and equipment                                (7,566,723)        (9,557,866)
                                                                    ------------------  -----------------
         Net deferred income tax liability                                $  (271,873)      $ (6,598,277)
                                                                    ==================  =================
</TABLE>
<PAGE>
(4)      LONG-TERM DEBT

Long-term debt consists of the following as of September 30, 2000 and 1999:

<TABLE>
<S>                                                                           <C>                <C>
                                                                                     2000               1999
                                                                              --------------------------------------
Notes payable to a bank, interest ranging from 6.24 percent to 7.20 percent,        $  1,539,834       $  4,507,051
       payable in monthly installments through April 2001, secured by revenue
       equipment
Note payable to a bank, interest based on Eurodollar rate payable in monthly                  --          4,022,222
       installments through August 2000, unsecured
Note payable to a bank, interest based on Eurodollar rate (6.39 percent at               259,554            648,884
       September 30, 2000), payable in monthly installments through May 2001,
       secured by revenue equipment
Note payable to a municipality for a special improvement district                        419,138                 --
Line of credit payable to a bank, interest based on Eurodollar rate (7.14             16,000,000         10,000,000
       percent at September 30, 2000), interest payable monthly, principle
       due September 2002, secured by accounts receivable (see description
       below)
                                                                              --------------------------------------
                                                                                      18,218,526         19,178,157
         Less current portion                                                         (1,841,735)        (7,459,577)
                                                                              --------------------------------------
                                                                                    $ 16,376,791       $ 11,718,580
                                                                              ======================================
</TABLE>

         Scheduled principal payments of long-term debt as of September 30, 2000
are as follows:

             Years Ending September 30,                           Amount
------------------------------------------------------      -------------------
                        2001                                       $ 1,841,735
                        2002                                        16,376,791
                                                            -------------------
                                                                   $18,218,526
                                                            ===================


         The Company  has a secured  line of credit  that  provides  for maximum
borrowings of  $20,000,000  with a bank through  September 30, 2002.  Borrowings
under the line of credit are secured with accounts receivable and are limited to
a portion of the book value of accounts  receivable.  As of September  30, 2000,
the Company had drawn  $16,000,000  on this line of credit,  had  $2,085,000  of
outstanding  letters of credit,  and had  $1,915,000 of additional  availability
under the agreement.

         The  Company's  secured  line  of  credit  agreement  contains  various
restrictive  covenants  including a minimum tangible net worth requirement and a
fixed charge  coverage  covenant.  As of September 30, 2000,  the Company was in
violation of the minimum tangible net worth requirement.  The Company obtained a
waiver of the  violation  and as  discussed  in Note 10 has amended the covenant
subsequent to September 30, 2000.

<PAGE>
(5)      CAPITALIZED LEASE OBLIGATIONS

         Certain   revenue   equipment   is  leased  under   capitalized   lease
obligations.  The  following  is a summary of assets  held under  capital  lease
agreements as of September 30, 2000 and 1999:

                                           2000                   1999
                                 ----------------------------------------------

Revenue equipment                       $ 5,987,377            $ 5,987,377
Less accumulated amortization            (2,910,314)            (2,514,305)
                                 ----------------------------------------------
                                        $ 3,077,063             $3,473,072
                                 ==============================================


         The  following is a schedule of future  minimum  lease  payments  under
capitalized leases together with the present value of the minimum lease payments
at September 30, 2000:

            Years Ending September 30,                       Amount
---------------------------------------------------
                                                       --------------------
                       2001                                    $ 1,603,054
                                                       --------------------
Total minimum lease payments                                     1,603,054
Less amount representing interest                                   (7,669)
                                                       --------------------
Present value of minimum lease payments                        $ 1,595,385
                                                       ====================


(6)      COMMITMENTS AND CONTINGENCIES

Operating Leases

         The Company is committed under noncancelable operating leases involving
certain revenue equipment.  Rent expense for noncancelable  operating leases was
$35,261,458,  $31,767,339  and $25,343,111 for fiscal years 2000, 1999 and 1998,
respectively.  Aggregate future lease commitments are $35,096,831,  $24,871,158,
$11,349,895,  $1,946,816,  and $837,049 for the years ending September 30, 2001,
2002, 2003, 2004, and 2005, respectively.

Orders for Revenue Equipment

         As of  September  30,  2000,  the Company had placed  orders for fiscal
years 2001 and 2002 to purchase revenue equipment at an estimated total purchase
price of $154 million.  The revenue  equipment is to be delivered  during fiscal
years 2001 and 2002.  Approximately  $121  million of the new revenue  equipment
will be used to replace  older  revenue  equipment  and the  balance  represents
incremental  additions to the Company's  fleet.  These orders may be canceled by
the Company without penalty upon written  notification any time prior to 85 days
before the revenue equipment's scheduled delivery.

Legal Proceedings

         The Company and certain of its officers and  directors  have been named
as defendants in a securities  class action filed in the United States  District
Court for the District of Utah, Caprin v. Simon Transportation  Services,  Inc.,
et al.,  No.  2:98CV 863K (filed  December 3, 1998).  Plaintiffs  in this action
allege that defendants made material misrepresentations and omissions during the
period  February  13, 1997  through  April 2, 1998 in  violation of Sections 11,
12(2) and 15 of the  Securities  Act of 1933 and Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

         On September  27,  2000,  the District  Court  dismissed  the case with
prejudice. Plaintiffs have asked the Court for reconsideration and alteration or
amendment of the decision.  Management  believes,  after  discussion  with legal
counsel and its  Directors  and Officers  Insurance  carrier,  that the ultimate
outcome  of this  matter  will not have a  significant  effect on the  Company's
financial  position  and  results of  operations.  However,  pending any further
action by Plaintiffs,  it is possible that a change in the Company's estimate of
probable liability could occur.
<PAGE>
         The  Company is a  defendant  in a lawsuit  filed  April of 1998 in the
Third  District  Court in and for Salt Lake County Utah,  Gallegos v. Dick Simon
Trucking,  Inc.,  based upon the death of two people and the severe brain injury
to a child in an accident  involving  a Company  truck.  The lawsuit  involves a
punitive  damage  claim,  which is  uninsurable  under Utah law. The Company has
admitted  liability on the non-punitive  damages claims.  The lawsuit is set for
trial on March 29, 2001. The probable verdict range of the  compensatory  damage
claim is from 5 to 20  million  dollars,  well  within the  Company's  liability
insurance  limits.  Liability for the punitive  damage claim and likely punitive
damage  verdict  amount,  if any, are very  difficult to predict.  Management is
unable to assess the ultimate impact of this litigation on the Company's results
of operations or financial position.

         The Company from time to time is a party to  litigation  arising in the
ordinary course of its business,  substantially all of which involves claims for
personal injury and property damage incurred in the  transportation  of freight.
Management is not aware of any claims or threatened claims that reasonably would
be expected to exceed insurance limits or have a materially  adverse effect upon
the Company's results of operations or financial position.

Consulting and Noncompetition Agreement

         Effective September 19, 2000, the Company entered into a consulting and
noncompetition  agreement with its former Chairman of the Board, Chief Executive
Officer and President.  For a period of three years, the Company is obligated to
pay a consulting fee of $259,000 per year,  provide  executive level medical and
dental coverage, reimburse ordinary and necessary business expenses, and provide
continuing directors' and officers' liability insurance for the consultant.  The
consultant agrees to not compete with the Company for the term of the agreement.

Employment and Noncompetition Agreements

         On September 19, 2000, the Company entered into at-will  employment and
noncompetition  agreements with five of its executive  officers.  The Company is
obligated  to pay a salary to these  individuals  of not less than  $156,000 per
year. Each executive is eligible to receive an annual performance bonus based on
the  operating  ratio of the  Company.  The bonus is equal to  $10,000  for each
percentage  point or portion  thereof that the operating ratio is less than 97%.
In  addition,  during  the  period of an  executive's  employment,  the  Company
provides  executive  level medical and dental  coverage,  disability  insurance,
directors'  and  officers'  liability  insurance  and  reimburses  ordinary  and
necessary business expenses.  If an executive's  employment is terminated by the
executive for "Good Reason" or by the Company  without  "Cause",  the Company is
obligated to continue payment of compensation for a period of three years. If an
executive's  employment is terminated by the executive  without "Good Reason" or
by the Company with  "Cause",  the Company is  obligated to continue  payment of
compensation for a period of one year. Each executive agrees to not compete with
the Company for any term covered by compensation.

(7)      CAPITAL TRANSACTIONS AND STOCK PLANS

Preferred Stock

         The Company is authorized to issue 5,000,000  shares of preferred stock
from time to time in one or more series without stockholder  approval. No shares
of  preferred  stock  are  presently  outstanding.  The  Board of  Directors  is
authorized,  without any further action by the  stockholders of the Company,  to
(a) divide the preferred stock into series,  (b) designate each such series, (c)
fix and determine dividend rights, (d) determine the price, terms and conditions
on which shares of preferred  stock may be redeemed,  (e)  determine  the amount
payable to holders of preferred  stock in the event of voluntary or  involuntary
liquidation,  (f) determine any sinking fund  provisions,  and (g) establish any
conversion privileges.

Treasury Stock

         The Company's Board of Directors  authorized a stock repurchase program
under which management may reacquire up to 500,000 shares of the Company's Class
A Common  Stock.  During  fiscal  years 1999 and 1998,  the Company  repurchased
95,500 and 81,100  shares of Class A Common Stock,  respectively,  at an average
<PAGE>
price of $5.96 per  share,  for a total  cash  outlay of  $1,053,147.  The stock
repurchase program expired September 30, 1999.

Incentive Stock Plan

         On May 31, 1995,  the  Company's  Board of Directors  and  stockholders
approved and adopted the Dick Simon  Trucking,  Inc.  Incentive  Stock Plan (the
"Plan"). The Plan reserves 2,000,000 shares of Class A Common Stock for issuance
thereunder.  The Board of Directors or its designated committee  administers the
Plan and has the  discretion  to determine  the  employees and officers who will
receive awards, the type of awards (incentive stock options, non-statutory stock
options,  restricted stock awards, reload options, other stock based awards, and
other  benefits)  to be granted and the term,  vesting  provisions  and exercise
prices.

Non-Officer Incentive Stock Plan

         On December 18, 1998,  the  Company's  Board of Directors  approved and
adopted the Simon Transportation  Services Inc. 1998 Non-Officer Incentive Stock
Plan (the "1998 Plan").  The 1998 Plan reserves 400,000 shares of Class A Common
Stock  for  issuance  thereunder.  The  Board  of  Directors  or its  designated
committee administers the Plan and has the discretion to determine the employees
who  will  receive  awards,   the  type  of  awards  (incentive  stock  options,
non-statutory  stock options,  restricted  stock awards,  reload options,  other
stock based  awards,  and other  benefits)  to be granted and the term,  vesting
provisions and exercise prices.

Warrant Agreement

         On September  19, 2000,  the Company's  Board of Directors  adopted and
approved a Warrant  Agreement between the Company and the Chairman of the Board.
Under the  agreement,  the  Chairman  was granted  warrants to purchase  300,000
shares of the  Company's  Class A Common Stock at $7.00 per share.  The warrants
become  exercisable  at the rate of 100,000  per year on each of  September  19,
2001, 2002, and 2003.

Outside Director Stock Plan

         The Company  adopted an Outside  Director Stock Plan,  under which each
director  who is not an employee  of the Company and not holding a warrant  will
receive an option to purchase 5,000 shares of the Company's Class A Common Stock
at the market  price at the grant  date.  The  options  vest 20% at grant and an
additional 20% on the first through fourth  anniversaries  of the grant date. On
the five year  anniversary of service as an outside  director,  each  qualifying
director  will receive an option to purchase an  additional  5,000 shares of the
Company's Class A Common Stock.  The Company has reserved 25,000 shares of Class
A Common Stock for issuance under the Outside Director Stock Plan.



<PAGE>


         The following  table  summarizes the combined stock option activity for
all plans for fiscal years 1998, 1999 and 2000:

<TABLE>
<S>                                                                       <C>              <C>                 <C>
                                                                                                               Weighted Average
                                                                             Number of                         Exercise Price Per
                                                                              Options         Price Range             Share
                                                                          ---------------- ------------------- --------------------

Outstanding at September 30, 1997                                                 349,234      $ 9.00 - 16.00             $  11.79
         Granted                                                                  386,500       14.50 - 23.50
                                                                                                                             23.26
         Exercised                                                                 (3,460)               9.00                 9.00
         Forfeited                                                                (15,144)       9.00 - 16.00                 9.18
                                                                          ---------------- ------------------- --------------------

Outstanding at September 30, 1998                                                 717,130        9.00 - 23.50                18.05
         Granted                                                                  373,000        4.25 -  5.50                 5.50
         Exercised                                                                     --                  --                   --
         Forfeited                                                                (81,780)       5.50 - 16.00                 6.74
                                                                          ---------------- ------------------- --------------------

Outstanding at September 30, 1999                                               1,008,350        4.25 - 23.50                14.34
         Granted                                                                  408,000        4.50 -  7.00                 6.85
         Exercised                                                                 (1,275)       5.50 -  9.00                 6.26
         Forfeited                                                                (72,520)       4.25 - 19.87                 6.14
                                                                          ---------------- ------------------- --------------------

Outstanding at September 30, 2000                                               1,342,555      $ 4.25 - 23.50              $ 12.51
                                                                          ================ =================== ====================
</TABLE>

         The  weighted  average fair value of options  granted  during the years
ended  September  30,  2000,  1999,  and  1998 was  $2.88,  $3.23,  and  $10.12,
respectively.  A summary of the options  outstanding and options  exercisable at
September 30, 2000 is as follows:


<TABLE>
<CAPTION>
                             Options Outstanding                                          Options Exercisable
  ------------------------------------------------------------------------      -------------------------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                          Weighted Average
 Range of Exercise         Options           Remaining       Weighted Average        Options        Weighted Average
       Prices            Outstanding      Contractual Life    Exercise Price       Exercisable       Exercise Price
--------------------- ------------------ ------------------- ------------------ ------------------- ------------------
$   4.25 -  5.50             279,000         8.29 years          $     5.49            26,500            $    5.45
    5.51 - 15.00             545,555         8.32 years                7.65           394,655                 7.88
   15.01 - 20.00             138,000         6.20 years               16.03            83,200                16.05
   20.01 - 23.50             380,000         7.21 years               23.38           152,000                23.38
--------------------- ------------------ ------------------- ------------------ ------------------- ------------------
$   4.25 - 23.50           1,342,555         7.78 years          $    12.51           656,355            $   12.41
===================== ================== =================== ================== =================== ==================
</TABLE>


Stock-Based Compensation

         The Company has  elected to  continue  to apply  Accounting  Principles
Board  Opinion  No.  25  and  related  interpretations  in  accounting  for  its
stock-based  compensation plans as they relate to employees and directors.  SFAS
No.  123,  "Accounting  for  Stock-Based   Compensation,"   requires  pro  forma
information  regarding  net earnings  (loss) as if the Company had accounted for
its stock options granted to employees and directors subsequent to September 30,
1995 under the fair value  method of SFAS No. 123. The fair value of these stock
options was estimated at the grant date using the  Black-Scholes  option pricing
model with the following assumptions: average risk-free interest rates of 5.98%,
4.79%, and 5.77% in fiscal years 2000, 1999 and 1998,  respectively,  a dividend
yield of 0%,  average  volatility  of the expected  common stock price of 50.9%,
54.9%,  and 24.6% for  fiscal  years  2000,  1999 and  1998,  respectively,  and
weighted  average  expected  lives for the stock  options of  approximately  5.1
years,  8.0  years,  and 7.4  years  for  fiscal  years  2000,  1999  and  1998,
respectively. For purposes of pro forma disclosures, the estimated fair value of
the stock options is amortized over the vesting  period of the respective  stock
options.  Under the fair  value  method of SFAS No.  123,  pro forma net  (loss)
earnings would have been ($12,230,289),  ($4,329,975),  and ($479,122),  and pro
<PAGE>
forma diluted net (loss)  earnings per share would have been  ($2.00),  ($0.71),
and ($0.08) for the fiscal  years ended  September  30,  2000,  1999,  and 1998,
respectively.

 (8)     EMPLOYEE BENEFIT PLAN

         The  Company has adopted a defined  contribution  plan,  the Dick Simon
Trucking, Inc. 401(k) Profit Sharing Plan (the "401(k) Plan"). All employees who
have  completed  one year of service  and have  reached  age 21 are  eligible to
participate in the 401(k) Plan. Under the 401(k) Plan,  employees are allowed to
make contributions of up to 15 percent of their annual compensation; the Company
may make  matching  contributions  equal to a  discretionary  percentage,  to be
determined by the Company, of the employee's salary reductions.  The Company may
also make additional discretionary contributions to the 401(k) Plan. All amounts
contributed  by a  participant  are fully vested at all times.  The  participant
becomes 20 percent vested in any matching or discretionary  contributions  after
two years of service. This vesting percentage increases to 100 percent after six
years of  service.  During  fiscal  years  2000,  1999,  and 1998,  the  Company
contributed $331,596, $320,438, and $351,829, respectively, to the 401(k) Plan.

(9)      RELATED PARTY TRANSACTIONS

         During  fiscal year 2000,  the Company had  transactions  with entities
affiliated  with former  members of the Board of Directors.  These  transactions
totaled $158,000.  Management believes that these transactions were completed at
fair market value.


(10)     SUBSEQUENT DEBT AGREEMENTS

         In January 2001, the Company amended its credit  facility.  The amended
agreement  provides  for a $10 million  term loan in addition to the $20 million
line of credit.  The term loan matures September 30, 2001 and the line of credit
matures  September 30, 2002.  Borrowings  under the line of credit and term loan
are secured by the Company's Salt Lake City terminal  facility.  In addition,  a
portion of  borrowings  under the  agreement  are  guaranteed  by the  Company's
majority stockholder.  All borrowings under the agreement bear interest at rates
ranging from 1.75 percent to 3.25 percent  above the  Eurodollar  Rate in effect
from  time-to-time.  Applicable  interest  rates  are  determined  based  on the
Company's net worth.






<PAGE>


(11)     QUARTERLY FINANCIAL DATA (UNAUDITED)


<TABLE>
<S>                                         <C>                <C>              <C>                 <C>
                                                 Fourth             Third             Second             First
                                                 Quarter           Quarter            Quarter           Quarter
                                                  2000              2000               2000              2000
                                            ------------------ ---------------- ------------------- ----------------
Revenue                                              $ 61,430          $60,948             $55,159          $53,861
Operating earnings (loss)                             (10,459)             (82)                545               98
Earnings (loss) before income
   taxes and cumulative effect
   of accounting change                               (10,805)            (418)                122             (221)
Provision (benefit) for income taxes                   (3,890)            (151)                 44              (80)
Cumulative effect of
   accounting change                                       --               --                  --           (3,863)
Net earnings (loss)                                    (6,915)            (267)                 78           (4,004)
Diluted net earnings (loss) per share                $  (1.13)         $ (0.04)            $  0.01          $ (0.66)

                                                 Fourth             Third             Second             First
                                                 Quarter           Quarter            Quarter           Quarter
                                                  1999              1999               1999              1999
                                            ------------------ ---------------- ------------------- ----------------
Revenue                                              $ 53,281          $53,599             $49,271          $52,992
Operating earnings (loss)                                (440)          (1,058)             (2,716)             369
Earnings (loss) before income taxes                      (782)          (1,393)             (3,097)              73
Provision (benefit) for income taxes                     (294)            (527)             (1,171)              27
Net earnings (loss)                                      (486)            (866)             (1,926)              45
Diluted net earnings (loss) per share                $  (0.08)         $ (0.14)            $ (0.32)         $  0.01


</TABLE>


<PAGE>



                     REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To Simon Transportation Services Inc.:

         We have audited the  accompanying  consolidated  statement of financial
position  of Simon  Transportation  Services  Inc.  (a Nevada  corporation)  and
subsidiary  as of  September  30, 2000 and 1999,  and the  related  consolidated
statements of  operations,  stockholders'  equity and cash flows for each of the
three years in the period ended September 30, 2000.  These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States.  Those standards require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects, the financial position of Simon Transportation
Services Inc. and  subsidiary as of September 30, 2000 and 1999, and the results
of their  operations  and their  cash  flows for each of the three  years in the
period ended September 30, 2000 in conformity with auditing standards  generally
accepted in the United States.

         As  explained  in  Note 2 to  the  consolidated  financial  statements,
effective  October 1, 1999,  the Company  changed its method of  accounting  for
accrued claims payable.

/s/ Arthur Andersen LLP

Salt Lake City, Utah
January 9, 2001