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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

|X|      Amendment No. 1 to annual report pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934 for the fiscal year ended December 31,
         1997 or

| |      Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934.


                                 PST VANS, INC.
             (Exact name of registrant as specified in its charter)

          Utah                        0-25506                   87-0411704
          ----                        -------                   ----------
(State or other jurisdiction   (Commission File No.)           (IRS Employer
    of incorporation)                                       Identification No.)

                              1901 West 2100 South
                           Salt Lake City, Utah 84119
                           --------------------------
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (801) 975-2500

         Securities registered pursuant to Section 12(b) of the Act:

                                      None
                                      ----

         Securities registered pursuant to Section 12(g) of the Act:

                                 Title of Class
                                 --------------
                          Common Stock, $.001 Par Value

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  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. | |

The  aggregate  market value of the Common Stock held by  non-affiliates  of the
Registrant,  based upon the closing sale price of the Common Stock on the NASDAQ
National Market System on March 24, 1998 was approximately  $12,000,000.  Shares
of Common  Stock held by each officer and director and by each person who may be
deemed to be an affiliate have been excluded.

         As of March 24, 1998,  the  Registrant  had 4,253,527  shares of Common
Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>



         The Company's  Annual Report on Form 10-K is hereby  amended to include
Part III, Items 10 through 13 because the Company's  Proxy Statement will not be
filed within the 120 day required by the instructions to Form 10- K.

                                    PART III


Item 10.          Directors and Executive Officers

         The directors and executive officers of the Company are as follows:


            Name       Age                            Position
            ----       ---                            --------
Kenneth R. Norton      56       Chairman of the Board, Chief Executive Officer

Robert D. Hill         46       President, Chief Operating Officer and Director

Neil R. Vos            53       Chief Financial Officer, Secretary and Treasurer

Charles A. Lynch       70       Director

James E. Otto          63       Director

James F. Redfern       53       Director


         KENNETH  R.  NORTON,  56,  has been  Chairman  of the  Board  and Chief
Executive  Officer of the Company since January 1990. Mr. Norton's  current term
as a director  expires in 1998.  Mr. Norton has nearly 30 years of experience in
the  trucking  industry.  From 1975 to 1984,  Mr.  Norton was Chairman and Chief
Executive  Officer of Western Express,  a truckload  carrier.  Mr. Norton formed
Interstate  Contract  Carrier  Corporation  and served as its Chairman and Chief
Executive  Officer  until  1975.  In  1965,  Mr.  Norton  formed  Crete  Carrier
Corporation and served as its President and Chief Executive Officer until 1971.

         ROBERT D. HILL, 46, has been President and Chief  Operating  Officer of
the Company since August 1991.  From 1989 to 1991,  Mr. Hill served as President
of Cherokee  Transportation  Inc., a truckload  carrier.  From 1987 to 1989, Mr.
Hill served as Vice  President/General  Manager of Builders  Transport,  Inc., a
truckload carrier.  From 1983 to 1987, Mr. Hill was Vice President of Operations
and Vice President of National Accounts, Sales and Marketing of Ryder Systems, a
truckload carrier.  From 1974 to 1983, Mr. Hill was a Regional Vice President of
Interstate Contract Carrier Corporation,  a truckload carrier which was acquired
by Ryder Systems in 1983. Mr. Hill has served as a director of the Company since
September 1991 and his current term ends in 1999.

         NEIL R. VOS,  53,  has been  Chief  Financial  Officer,  Secretary  and
Treasurer of the Company since December,  1996, having previously served as Vice
President of Fuel and  Maintenance  from September  1995. From 1993 to 1995, Mr.
Vos served as an accounting manager for a large federal government agency.  From
1989 to 1993, Mr. Vos operated his own accounting  firm.  From 1986 to 1989, Mr.
Vos served as Executive Vice President and Chief  Operating  Officer of Monchec,
Inc. a company operating a chain of retail financial services outlets. From 1978
to  1986,  Mr.  Vos  served  as  Chief  Financial   Officer  for   Intermountain
Laboratories,  Inc., a publicly-owned  clinical laboratory company. Mr. Vos is a
certified public accountant.

         CHARLES A. LYNCH,  70, has been a director  of the Company  since March
1995 and his current term ends in 1998. Mr. Lynch has been the Chairman of Fresh
Choice,  Inc., a casual,  upscale  restaurant chain,  since March 1995. In March
1998,  Mr.  Lynch  also  became  the  Chairman  and Chief  Executive  Officer of
Arrowhead  Mills,  Inc., a manufacturer and supplier of natural and organic food
products.  From 1989 to March,  1995, Mr. Lynch served as the Chairman of Market
Value  Partners  Company,  a company that  invests  equity and  management  into
underperforming and emerging businesses. Mr. Lynch has also previously served as
Chairman and Chief Executive  Officer of DHL Airways,  Inc., an express courier,
and as a director of Southern Pacific Transportation  Company,  Greyhound Lines,
Inc.  and  Consolidated  Freightways.  Mr.  Lynch is  currently  a  director  of


                                        1

<PAGE>



Nordstrom,  Inc., a retail  department  store chain,  Fresh Choice,  Inc., Madge
Networks,  N.V., a supplier of end-to-end  switched  networking  solutions,  and
Authentic   Specialty   Foods,   Inc.,  a   manufacturer   and   distributer  of
authentic-style Mexican food products.

         JAMES E. OTTO,  63, has been a director  of the Company  since  October
1997  and his  current  term  ends in 2000.  From  1960 to  1982,  Mr.  Otto was
President  and Chief  Executive  Officer of  Catered  Living,  Inc.,  a chain of
nursing  homes  which he owned and sold in 1982.  Since  1982,  Mr Otto has been
actively managing his personal investment portfolio.

         JAMES F.  REDFERN,  53, has been a litigation  consultant to Sullivan &
Cromwell,  a law firm,  since August 1993. From 1990 to August 1993, Mr. Redfern
served as an independent consultant to various banks and corporations. From 1983
to 1990, Mr. Redfern served as Executive Vice  President,  Senior Credit Officer
and Chairman of the Credit  Committee at Carteret Savings Bank, F.A. Mr. Redfern
has served as a director  of the Company  since March 1995 and his current  term
ends in 1999.

         Officers  of the  Company  serve  at the  discretion  of the  Board  of
Directors.  Messrs.  Norton and Hill were executive officers of the Company when
the  Company  filed for  reorganization  under  Chapter 11 of the United  States
Bankruptcy  Code in June 1993.  A Plan of  Reorganization  for the  Company  was
subsequently confirmed in February 1994.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a) of the Exchange Act  requires  the  Company's  executive
officers  and  directors to file  initial  reports of  ownership  and reports of
changes in ownership with the SEC. Executive officers and directors are required
by SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file. Based solely on a review of the copies of such forms furnished to the
Company and written  representations  from the Company's  executive officers and
directors, there was one late filing of a Form 3 by James E. Otto at the time he
was elected to the Board of Directors in October 1997.


                                        2

<PAGE>




Item 11.          Executive Compensation

Summary Compensation Table

         The following table provides certain summary information concerning the
compensation  paid or  accrued by the  Company to or on behalf of the  Company's
Chief Executive  Officer and each of the other  executive  officers whose salary
and bonus exceeded $100,000  (collectively,  the "Named Executive Officers") for
the years ended December 31, 1997 , 1996 and 1995.




<TABLE>
<CAPTION>
                                                             Annual Compensation             Long Term Compensation
                                                        ----------------------------     ------------------------------- 
                                                                                           Options          All Other
           Name and Position                Year          Salary          Bonus(1)         Granted         Compensation
---------------------------------------    -------      ----------      ------------     ------------     --------------

<S>                                         <C>         <C>             <C>                   <C>                <C>
Kenneth R. Norton......................     1997        $  281,600      $     40,000          50,000             0
  Chairman and Chief Executive              1996           281,500                 0              0              0
    Officer                                 1995           280,400            24,375              0              0

Robert D. Hill.........................     1997           211,215            40,000         32,500              0
  President and Chief Operating             1996           206,050            29,615              0              0
    Officer                                 1995           204,231            24,375         67,500  (2)         0
                                                                                                                 0
Neil R. Vos                                1997             80,461            20,000         32,500              0
   Chief Financial Officer, Secretary      1996             63,933                 0              0              0
        and Treasurer                      1995             22,208 (3)             0              0              0
</TABLE>

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

(1)      The Company  maintains an  incentive  bonus  program for its  executive
         officers. Under this program, executive officers earn quarterly bonuses
         based on the operating performance of the Company.

(2)      Includes  42,500 Options  granted March 7, 1995 and repriced on October
         30, 1995.

(3)      Mr. Vos became employed by the Company in September 1995.


                                        3

<PAGE>




Option Grants in Last Fiscal Year

         The following table sets forth  information  with respect to individual
grants of stock  options  made by the  Company to the Named  Executive  Officers
during the year ended  December  31,  1997.  The Company did not grant any stock
appreciation rights during the year ended December 31, 1997.


                                                                         
<TABLE>
<CAPTION>
                                                                                         Potential Realizable Value at
                                                                                          Assumed Annual Rates of     
                                                                                         Stock Price Appreciation for 
                                           Percent of Total                                     Option Term           
                                           Options Granted                               --------------------------
                                Options    to Employees in    Exercise      Expiration
            Name               Granted(1)  Fiscal Year         Price          Date            5%           10%     
----------------------------   ----------  ---------------   -----------   -----------   ------------  ------------
                                                                                         
<S>                              <C>             <C>           <C>          <C>              <C>           <C>     
Kenneth R. Norton...........     50,000          21.5%         $3.50        07/21/07         $110,000      $279,000
Robert D. Hill..............     32,500          14.0           3.50        07/21/07           71,500       181,350
Neil R. Vos.................     32,500          14.0           3.50        07/21/07           71,500       181,350
</TABLE>

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

(1)      All options  granted  qualify as  incentive  stock  options,  under the
         Internal  Revenue Code.  All options  become  exercisable in five equal
         annual  installments  beginning  one year  from the date of  grant.  In
         addition, all options become exercisable upon a change in control.

Aggregated Option Exercises in Last Fiscal Year and Year-End Option Values

         The  following  table  sets  forth  information  with  respect  to  the
aggregate  value of  unexercised  options to acquire  shares of the Common Stock
held by the Named  Executive  Officers on December  31,  1997.  No options  were
exercised by the Named  Executive  Officers  during the year ended  December 31,
1997.


<TABLE>
<CAPTION>
                                                    Number of            Value of Unexercised
                                                Unexercised Options     In-the-Money Options at
                                                 at FY-End(#)                FY-End($)(2)
                                                 ------------                ------------
                                                 Exercisable(1)/             Exercisable/
                     Name                         Unexercisable             Unexercisable
                     ----                         -------------             -------------
<S>                                                  <C>                      <C>       
Kenneth R. Norton.............................       0/50,000                 $0/$29,700
Robert D. Hill................................      13,500/54,000             $0/$19,305
Neil R. Vos...................................       0/32,500                 $0/$19,305
</TABLE>

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

(1)      Includes options exercisable within 60 days of the end of the Company's
         fiscal year.

(2)      Calculated  based on the difference  between the exercise price and the
         price of a share of the  Company's  Common  Stock on December 31, 1997.
         The closing  sale price of the Common  Stock of the Company on December
         31, 1997 was $4.094 as reported on the NASDAQ Stock Market.

Change in Control Agreements

         The Company  has entered  into an  agreement  with Robert D. Hill,  the
Company's President and Chief Operating Officer, which provides that the Company
will pay Mr. Hill a severance  payment  equal to his current  annual base salary
plus  the  amount  of  bonus  paid to him in the  previous  year  if Mr.  Hill's
employment terminates following a change in control of the Company.

                                        4

<PAGE>



Director's Compensation

         Each non-employee member of the Board of Directors initially elected to
the Board of Directors  prior to 1997 receives an annual fee of $25,000 and each
non-employee  member of the Board of Directors initially elected to the Board of
Directors in or after 1997 receives an annual fee of $10,000.  Each non-employee
director also receives $1,000 per Board meeting  attended,  as compensation  for
his  services.  The  Company's  Incentive  Plan provides for the annual grant of
options to non-employee members of the Board of Directors of 2,000 options each.
No separate  compensation  is paid for  attendance  at committee  meetings.  All
directors are also reimbursed for certain expenses in connection with attendance
at Board and committee meetings.

Compensation Committee Interlocks and Insider Participation

         The members of the  Compensation  Committee in 1997 were Charles Lynch,
James Otto and James Redfern, three non-employee directors.



Item 12.         Security Ownership of Certain Beneficial Owners and Management.

         The following table sets forth as of March 31, 1998,  information  with
respect to the Company's  Common Stock owned  beneficially by each director,  by
each Named Executive Officer, by all directors and executive officers as a group
and by each person known by the Company to be a beneficial owner of more than 5%
of the outstanding  Common Stock of the Company.  Unless otherwise  noted,  each
person  named has sole voting and  investment  power with  respect to the shares
indicated.

<TABLE>
<CAPTION>
                                                                            Amount and Nature of        Percentage of
                Name and Address of Beneficial Owners                       Beneficial Ownership          Class (1)
---------------------------------------------------------------------      -----------------------      --------------
<S>               <C>                                                                 <C>                    <C>  
Kenneth R. Norton (2)................................................                 1,446,773(3)           34.0%
   1901 West 2100 South
   Salt Lake City, Utah  84119
The Bank of New York.................................................                      774,000           18.2%
   One Wall Street
   New York, New York  10286
Robert D. Hill (2)...................................................                    51,794(4)            1.2%
Neil R. Vos .........................................................                        2,160            *
Charles A. Lynch (2).................................................                     4,334(5)            *
James F. Redfern (2).................................................                     6,334(6)            *
James E. Otto (2)....................................................                        5,100            *
All directors and Executive Officers as a group (6 persons) .........                 1,516,495(7)           35.3%
</TABLE>

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

*        Less than 1%.

(1)      Based on total outstanding shares of 4,253,527 as of March 31, 1998.

(2)      Director.

(3)      Includes 7,450 shares held as Custodian for Mr.  Norton's  grandson and
         10,000 shares owned by Mr. Norton's spouse.


                                        5

<PAGE>



(4)      Includes 35,500 shares issuable upon exercise of presently  exercisable
         options.

(5)      Includes  2,000  shares  owned by Mr.  Lynch's  spouse and 1,334 shares
         issuable upon exercise of presently exercisable options..

(6)      Includes 1,334 shares  issuable upon exercise of presently  exercisable
         options.

(7)      Includes 38,168 shares issuable upon exercise of presently  exercisable
         options.


Item 13.          Certain Relationships and Related Transactions

         The information set forth herein briefly describes transactions between
the Company and certain affiliated parties.  The Company believes that the terms
of the following transactions are comparable to the terms that could be obtained
from an unaffiliated third party for similar transactions.

         In connection  with the Company's Plan of  Reorganization,  the Company
entered into a Revolving Loan Agreement (the "Loan  Agreement") with The Bank of
New York, an 18% shareholder of the Company, on March 7, 1994, pursuant to which
The Bank of New York agreed to extend  credit to the Company by issuing  letters
of credit for the account of the Company up to the maximum  aggregate  principal
amount of $8.75  million.  As of December 31, 1997,  letters of credit  totaling
$4.83 million were outstanding under the Loan Agreement.  Under the terms of the
Loan  Agreement,  the Company must pay a 1% annual fee on the undrawn letters of
credit.  During 1997, the Company paid  approximately  $73,821 in fees under the
Loan Agreement.
















                                        6

<PAGE>



         The Company's  Annual  Report on Form 10-K is further  amended to amend
Item 8 to  correct  a  couple  of  typographical  errors  that  occurred  in the
footnotes during the Edgarizing process.


Item 8.  Financial Statements and Supplementary Data



                          INDEX TO FINANCIAL STATEMENTS

                                                                            Page

Report of Independent Public Accountants.....................................F-2

Balance Sheets at December 31, 1997 and 1996.................................F-3

Statements of Operations for the Years Ended December 31, 1997, 
1996 and 1995................................................................F-4

Statements of Stockholders' Equity (Deficit) for the Years Ended 
December 31, 1997, 1996 and 1995.............................................F-5

Statements of Cash Flows for the Years Ended December 31, 1997, 
1996 and 1995................................................................F-6

Notes to Financial Statements................................................F-7


                                       F-1

<PAGE>



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To PST Vans, Inc.:

         We have audited the  accompanying  balance sheets of PST Vans, Inc., (a
Utah  corporation) as of December 31, 1997 and 1996, and the related  statements
of operations,  stockholders'  equity and cash flows for each of the three years
in the period ended  December  31,  1997.  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 generally  accepted auditing
standards.  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 PST Vans, Inc. as of
December 31, 1997 and 1996, and the results of its operations and its cash flows
for each of the three years in the period ended  December 31, 1997 in conformity
with generally accepted accounting principles.



ARTHUR ANDERSEN LLP

Salt Lake City, Utah
     February 11, 1998  (except  with respect 
     to matters  discussed in the first paragraph 
     of Note 4 as to which the date is 
     March 31, 1998.)

                                       F-2

<PAGE>



<TABLE>
                                 PST VANS, INC.
                                 BALANCE SHEETS

                                     ASSETS
<CAPTION>
                                                                                December 31,
                                                                  ----------------------------------------
                                                                          1997                1996
                                                                  -------------------   ------------------
<S>                                                                   <C>                   <C>           
CURRENT ASSETS:
     Cash                                                             $    1,282,255        $    4,098,361
     Receivables, net of allowance for doubtful
         accounts of $908,000 and $806,000, respectively                  17,087,038            14,607,292
     Deposits                                                                343,867               353,437
     Prepaid expenses and other                                            3,097,538             3,258,669
     Inventories and operating supplies                                      726,853               689,875
                                                                      ---------------       --------------
         Total current assets                                             22,537,551            23,007,634
                                                                      ---------------       --------------

PROPERTY AND EQUIPMENT, at cost, net of
     accumulated depreciation and amortization of
     $26,399,259 and $23,282,064, respectively                            48,265,324            58,116,763
                                                                      ---------------       --------------

GOODWILL, net of accumulated amortization
     of $3,568,297 and $3,296,334, respectively                            8,340,187             8,612,150
                                                                      ---------------      ---------------

OTHER ASSETS, net                                                            332,632               523,539
                                                                      ---------------       --------------
                                                                        $ 79,475,694          $ 90,260,086
                                                                      ==============        ==============


                                       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:                                                      
     Revolving Line of Credit                                         $    4,762,493   $              ---
     Current portion of long-term obligations                              3,037,018             1,388,581
     Current portion of capitalized lease obligations                     23,599,973            18,708,614
     Accounts payable                                                      7,306,459             4,140,985
     Current portion of accrued claims payable                             3,990,958             5,456,316
     Accrued liabilities                                                   3,271,718             2,469,915
                                                                      ---------------       --------------

         Total current liabilities                                        45,968,619            32,164,411
                                                                       --------------        -------------

LONG-TERM ACCRUED CLAIMS PAYABLE,
     net of current portion                                                1,257,429             1,429,227
                                                                     ----------------       --------------

LONG-TERM OBLIGATIONS, net of current portion                              3,985,909             1,986,214
                                                                     ----------------       --------------

CAPITALIZED LEASE OBLIGATIONS, net of
     current portion                                                      10,752,721            32,907,995
                                                                      ---------------       --------------

COMMITMENTS AND CONTINGENCIES (Notes 1 and 7)

STOCKHOLDERS' EQUITY:
     Preferred stock, no par value, 5,000,000 shares
         authorized, none issued                                                ---                   ---
     Common stock, $.001 par value, 20,000,000 shares
         authorized, 4,239,945 and 4,217,157 shares issued,
         respectively                                                          4,240                 4,217
     Additional paid-in capital                                           49,812,539            49,759,238
     Accumulated deficit                                                 (32,305,763)          (27,991,216)
                                                                      ---------------       --------------
         Total stockholders' equity                                       17,511,016            21,772,239
                                                                      ---------------       --------------
                                                                       $ 79,475,694          $ 90,260,086
                                                                      ==============        ==============

</TABLE>


      The accompanying notes are an integral part of these balance sheets.


                                       F-3

<PAGE>

<TABLE>
                                 PST VANS, INC.
                            STATEMENTS OF OPERATIONS

<CAPTION>
                                                             For the Years Ended December 31,
                                                -------------------------------------------------------
                                                        1997               1996               1995
                                                -------------------------------------------------------
<S>                                                   <C>                <C>               <C>         
REVENUES                                              $143,737,430       $147,418,904      $164,794,366
                                                      -------------     --------------   --------------
COSTS AND EXPENSES:
     Salaries, wages and benefits                       44,360,224         43,847,942        45,208,090
     Purchased transportation                           25,578,176         32,393,331        41,280,895
     Fuel and fuel taxes                                22,532,582         20,555,431        21,245,011
     Revenue equipment lease expense                     7,576,456          8,021,676        12,224,340
     Maintenance                                         8,662,947          7,491,155         8,822,454
     Insurance and claims                               11,384,315         11,942,008         9,315,173
     General supplies and expenses                       5,930,058          5,558,052         5,995,821
     Taxes and licenses                                  2,775,614          3,309,478         3,445,040
     Communications and utilities                        2,801,757          3,429,699         3,561,698
     Depreciation and amortization                      11,910,563         13,174,606         8,803,585
     (Gain) loss on sale of equipment                       12,875         (1,613,842)         (150,940)
     Amortization of goodwill                              271,963            271,963           271,963
                                                      -------------     --------------   --------------
                                                       143,797,530        148,381,499       160,023,130
                                                      -------------     --------------   --------------
OPERATING INCOME (LOSS)                                   ( 60,100)          (962,595)        4,771,236
                                                      -------------     --------------   --------------

OTHER INCOME (EXPENSE):
     Interest expense                                   (4,359,888)        (5,080,202)      (4,283,463)
     Other, net                                            105,441            182,032          147,408
                                                      -------------     --------------   --------------
                                                        (4,254,447)        (4,898,170)      (4,136,055)
                                                      -------------     --------------   --------------
     Income (loss) before provision for
         income taxes                                   (4,314,547)        (5,860,765)          635,181
PROVISION FOR INCOME TAXES                                     ---              ---             251,532
                                                      -------------     --------------   --------------

NET INCOME (LOSS)                                    $  (4,314,547)     $  (5,860,765)  $       383,649
                                                     ==============     ==============  ===============

NET INCOME (LOSS) PER
   COMMON SHARE - BASIC AND DILUTED                  $       (1.02)     $       (1.39)  $          0.10
                                                     ==============     ==============  ===============

WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING-BASIC                                     4,233,467          4,212,211         3,887,528
                                                     ==============     ==============  ===============

WEIGHTED AVERAGE COMMON SHARES
     OUTSTANDING-DILUTED                                 4,233,467          4,212,211         3,949,526
                                                     ==============     ==============  ===============

</TABLE>


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


                                       F-4

<PAGE>


                                 PST VANS, INC.

<TABLE>
                       STATEMENTS OF STOCKHOLDERS' EQUITY

<CAPTION>

                                               Additional                       Total
                                  Common        Paid-In     Accumulated     Stockholders'
                                  Stock         Capital       Deficit          Equity
                                  -----         -------       -------          ------


<S>                           <C>            <C>            <C>             <C>         
BALANCE,
   December 31, 1994          $      2,600   $ 27,984,629   $(22,514,100)   $  5,473,129
Sale of 1,600,000 shares
   of common stock in
   connection with initial
   public offering, net              1,600     21,633,753           --        21,635,353
Issuance of 9,409 shares of
   common stock as satis-
   faction of $112,903
   general unsecured claims              9        112,894           --           112,903
Net income                            --             --          383,649         383,649
                              ------------   ------------   ------------    ------------
BALANCE,
   December 31, 1995                 4,209     49,731,276    (22,130,451)     27,605,034
Sale of 7,748 shares
   of common stock to
   employees                             8         27,962           --            27,970
Net loss                              --             --       (5,860,765)     (5,860,765)
                              ------------   ------------   ------------    ------------
BALANCE,
   December 31, 1996                 4,217     49,759,238    (27,991,216)     21,772,239
Sale of common stock
   to employees                         23         53,301           --            53,324
Net loss                              --             --       (4,314,547)     (4,314,547)
                              ------------   ------------   ------------    ------------
BALANCE,
   December 31, 1997          $      4,240   $ 49,812,539   $(32,305,763)   $ 17,511,016
                              ============   ============   ============    ============

</TABLE>




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

                                       F-5

<PAGE>

<TABLE>
                                 PST VANS, INC.
                            STATEMENTS OF CASH FLOWS

<CAPTION>
                                                                             For the Years Ended December 31,
                                                                   -----------------------------------------------
                                                                          1997            1996             1995
                                                                   ---------------  --------------    ------------
<S>                                                                <C>              <C>               <C>         
     CASH FLOWS FROM OPERATING ACTIVITIES:
     Net (loss) income                                             $    (4,314,547) $   (5,860,765)   $    383,649
                                                                   ---------------  --------------    ------------
     Adjustments to reconcile net (loss) income to net
       cash provided by operating activities -
       Depreciation and amortization                                    11,910,563      13,174,605       8,803,585
       Provision for losses on accounts receivable                         936,697       1,280,634       1,097,890
       Amortization of goodwill                                            271,963         271,963         271,963
       (Gain) loss on sale of equipment                                     12,875      (1,613,842)       (150,940)
       (Increase) decrease in receivables                               (3,416,443)        347,648      (1,722,103)
       Decrease in deposits                                                  9,570         632,515       2,876,942
       (Increase) decrease in prepaid expenses and other                   161,132         830,326      (1,361,156)
       Increase in inventories and operating supplies                      (36,978)        (47,145)        (77,773)
       Decrease in other assets, net                                       190,907          17,823       2,265,931
       Increase (decrease) in accounts payable                           3,165,474        (368,849)       (285,119)
       Increase (decrease) in accrued claims payable                    (1,637,156)      1,148,468         717,283
       Increase (decrease) in accrued liabilities                          801,808        (786,981)     (1,525,566)
                                                                   ---------------  --------------    ------------
            Total adjustments                                           12,370,412      14,887,165      10,910,937
                                                                   ---------------  --------------    ------------

            Net cash flows provided by operating activities              8,055,865       9,026,400      11,294,586
                                                                   ---------------  --------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from sale of equipment                                     3,194,556       4,323,495       1,163,436
     Acquisition of property and equipment                              (5,349,216)       (988,590)     (9,480,079)
                                                                   ---------------  --------------    ------------

          Net cash flows provided by (used in) investing activities     (2,154,660)      3,334,905      (8,316,643)
                                                                   ---------------  --------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from revolving line of credit, net                         4,762,493            --              --
     Principal payments on capitalized lease obligations               (11,568,432)    (10,774,663)     (6,478,232)
     Principal payments on long-term obligations                        (2,039,296)     (1,766,232)     (2,234,107)
     Proceeds from sale of common stock to employees                        53,324          27,970            --
     Proceeds from sale of common stock, net                                  --              --        21,635,353
     Purchase of accounts receivable from factor                              --              --        (9,063,711)
     Decrease in advances from factor                                         --              --        (5,336,289)
     Proceeds from long-term obligations                                    74,600            --         1,983,824
                                                                   ---------------  --------------    ------------

      Net cash flows (used in) provided by financing activities         (8,717,311)    (12,512,925)        506,838
                                                                   ---------------  --------------    ------------

NET INCREASE (DECREASE) IN CASH                                         (2,816,106)       (151,620)      3,484,781
CASH AT BEGINNING OF YEAR                                                4,098,361       4,249,981         765,200
                                                                   ---------------  --------------    ------------

CASH AT END OF YEAR                                                $     1,282,255  $    4,098,361    $  4,249,981
                                                                   ===============  ==============    ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
   INFORMATION:
     Cash paid for -
       Interest                                                       $  4,438,378    $  5,115,442    $  4,106,793
       Income taxes                                                         31,040          90,659       1,691,615
SUPPLEMENTAL SCHEDULE OF NONCASH
  INVESTING AND FINANCING ACTIVITIES:
     Equipment acquired through capitalized lease obligations                 --              --        51,475,706
</TABLE>




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

                                       F-6


<PAGE>

                                 PST VANS, INC.

                          NOTES TO FINANCIAL STATEMENTS



(1)    Nature of Business

PST Vans,  Inc.  ("PST") is a  nationwide  common motor  carrier  with  48-state
general  commodity  and  contract  operating  authorities.  PST provides dry van
truckload  services  focused on  serving  three  markets  in the United  States;
transcontinental, intrawest and midwest-southeast. PST transports a wide variety
of freight,  much of which is time sensitive,  including paper products,  retail
products, non-perishable food products, tires and electronic equipment.

Reorganization Under Chapter 11

On June 2, 1993, PST filed a voluntary  petition in the United States Bankruptcy
Court for the  District  of Utah to  reorganize  under  Chapter 11 of the United
States  Bankruptcy  Code.  During the period from June 2, 1993 to March 7, 1994,
the Company  operated as a  debtor-in-possession  under the  supervision  of the
Bankruptcy Court. As of December 31, 1997 and 1996,  approximately $ 198,000 and
$ 334,000,  respectively,  of the  estimated  liabilities  subject to compromise
remain outstanding and are included in long-term obligations.  All other amounts
subject to compromise have been converted to equity, paid or forgiven.

The  Plan  of  Reorganization  (the"  Plan")  required  the  Company  to pay any
remaining  portion of general unsecured claims in the event of an initial public
offering  (IPO) within the five year period  subsequent to January 1, 1994.  The
Plan allowed for each  unsecured  creditor to elect to: 1) receive cash equal to
the amount of the unpaid balance of its unsecured claim from the proceeds of the
IPO, or 2) use the unpaid  balance of its unsecured  claim to subscribe to stock
to be issued  pursuant to the IPO,  which stock was to be issued at a 20 percent
discount  from the initial  offering  price.  In  connection  with the IPO,  the
Company paid approximately  $1,150,000 to general unsecured creditors and issued
9,409  shares of common  stock to its Chief  Executive  Officer and  significant
stockholder.

(2) Summary of Significant Accounting Policies

Revenue Recognition

Revenue is recognized as services are performed.  The Company  allocates revenue
between  reporting  periods  based on relative  transit  time in each  reporting
period and recognizes direct expenses as incurred.

Receivables and Advances from Factor

Prior to the IPO of the  Company's  common  stock in  March  1995,  PST sold and
factored a significant  portion of its trade accounts  receivable with a finance
company.  The terms of the factoring  agreement allowed for the sale of accounts
both with and without  recourse  depending  upon the  customer.  Until March 31,
1995,  substantially  all of the Company's  receivables were sold to the finance
company.  The finance  company  also  provided  advances to the Company  against
freight bills for which  documentation  was incomplete.  As the Company supplied
all required  documentation to the finance company,  the completed freight bills
were sold.

                                       F-7

<PAGE>



Deposits and Other Assets, net

PST is  required  to keep  certain  amounts on deposit  with  various  companies
related to insurance, fuel purchases and certain leasing agreements. The Company
had approximately  $344,000 and $303,000 in deposits with insurance  carriers at
December  31,  1997 and 1996,  respectively  and $50,000  with  lessors and fuel
vendors at December 31, 1996.

Inventories and Operating Supplies

Inventories  consist  primarily of tires, fuel and maintenance parts for revenue
equipment.  Inventories  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 or amortized  based
on the straight-line  method over their estimated useful economic lives,  taking
into consideration salvage values for purchased property and residual values for
equipment held under capital leases.  Leasehold  improvements are amortized over
the terms of the respective leases or the estimated economic useful lives of the
assets, whichever is shorter.

Expenditures  for routine  maintenance  and  repairs  are  charged to  operating
expense as  incurred.  Major  overhauls  and  betterments  are  capitalized  and
depreciated over their estimated  economic useful lives. Tires purchased as part
of revenue  equipment are capitalized as a cost of equipment.  Replacement tires
are  expensed  when  placed  in  service.  Upon the  disposal  of  property  and
equipment,  the cost and accumulated  depreciation are removed from the accounts
and any gain or loss is included in the determination of income or loss.

Property and equipment consists of the following:
<TABLE>
<CAPTION>
                                                  Est. Useful
                                                Lives (Years)      1997               1996
                                                -------------    ------------       ------------
<S>                                                              <C>                <C>         
Land                                                             $  1,182,421       $  1,182,421
Revenue equipment                                  2-10            66,443,716         73,453,974
Buildings and improvements                         5-30             3,546,529          3,477,645
Furniture and fixtures                             5-10             2,160,823          1,953,389
Other equipment                                    3-5              1,331,094          1,331,398
                                                                  ------------       ------------
                                                                   74,664,583         81,398,827
Less Accumulated depreciation and amortization                    (26,399,259)       (23,282,064)
                                                                  ------------       ------------
                                                                  $48,265,324        $58,116,763
                                                                  ============       ===========
</TABLE>

Goodwill

Goodwill  is being  amortized  on a straight  line basis over forty  years.  The
Company  continually  evaluates whether events and  circumstances  have occurred
that  indicate  the  remaining  balance  may not be  recoverable.  When  factors
indicate goodwill should be evaluated for possible impairment,  the Company uses
an estimate of the  discounted  future cash flows over the life of the  goodwill
and  comparable   market   information  in  measuring   whether  the  amount  is
recoverable.

Income Taxes

The Company recognizes a liability or asset for the deferred tax consequences of
all temporary  differences  between the tax bases of assets or  liabilities  and
their reported amounts in the financial statements.  These temporary differences
will result in taxable or  deductible  amounts in future years when the reported
amounts of the assets or liabilities are recovered or settled.  The deferred tax
assets are reviewed for recoverability and valuation  allowances are provided as
necessary.

                                       F-8

<PAGE>



Insurance Coverage and Accrued Claims Payable

The Company maintains insurance for losses related to public liability, property
damage,  cargo  and  worker's   compensation  claims  in  amounts  it  considers
sufficient. Nevertheless, the Company could be adversely affected if it incurred
a  liability  as a  result  of  claims  in  excess  of its  policy  limits  or a
significant  volume of claims below its deductible limits. 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  insurance risk claims  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
accrues for worker's  compensation  and  automobile  liabilities  when reported,
typically the same day as the occurrence.  Additionally,  the Company accrues an
estimated  liability for incurred but not reported claims.  Expense depends upon
actual loss  experience and changes in estimates of settlement  amounts for open
claims which have not been fully resolved. The Company provides for adverse loss
developments  in the period when new  information  so dictates.  The amounts the
Company will  ultimately  pay on its claims  outstanding as of December 31, 1997
could  differ   materially  in  the  near  term  from  amounts  accrued  in  the
accompanying December 31, 1997 balance sheet.

Based upon historical and projected trends in claims  payments,  the Company has
classified  the  claims  payable  in  current  and long term  components  in the
accompanying balance sheet.

Net Income (Loss) Per Common Share

Basic net income (loss) per common share ("Basic EPS") excludes  dilution and is
computed by dividing net income (loss) by the weighted  average number of common
shares  outstanding  during the year. Diluted net income (loss) per common share
("Diluted  EPS")  reflects  the  potential  dilution  that could  occur if stock
options or other common stock equivalent were exercised or converted into common
stock.  The computation of Diluted EPS does not assume exercise or conversion of
securities  that would  have an  anti-dilutive  effect on net income  (loss) per
common share.  In periods where losses are  recorded,  common stock  equivalents
would decrease the net loss per common share and are therefore not considered in
the calculation of weighted  average common shares  outstanding for Diluted EPS.
Net income (loss) per common share amounts and share data have been restated for
all years presented in the  accompanying  financial  statements to reflect Basic
and Diluted EPS.

The following is a reconciliation  of the numerator and denominator of Basic EPS
to the numerator and  denominator of Diluted EPS for all years  presented in the
accompanying financial statements


<TABLE>
                                        Net Income (Loss)       Shares         Per Share
                                           (Numerator)       (Denominator)       Amount
                                          -------------     --------------  ----------------
<S>                                       <C>                    <C>        <C>             
Year Ended December 31, 1997                          
     Basic EPS                            $ (4,314,547)          4,233,467  $         (1.02)
         Effect of Stock Options                    --                  --               --
                                          -------------     --------------  ----------------
     Diluted EPS                          $ (4,314,547)          4,233,467  $         (1.02)
                                          =============     ==============  ================

Year Ended December 31, 1996                           
     Basic EPS                            $ (5,860,765)          4,212,211  $         (1.39)
         Effect of Stock Options                    --                  --               --
                                          -------------     --------------  ----------------
     Diluted EPS                          $ (5,860,765)          4,212,211  $         (1.39)
                                          =============     ==============  ================

Year Ended December 31, 1995
     Balance EPS                          $    383,649           3,887,528  $           .10
         Effect of Stock Options                    --              61,998               --
                                          -------------     --------------  ----------------

     Diluted EPS                          $    383,649           3,949,526  $           .10
                                          =============     ==============  ================
</TABLE>


                                      F-9
<PAGE>

As of December 31,  1997,  1996,  and 1995,  there were  outstanding  options to
purchase 340,000, 111,000, and 99,002 shares of common stock, respectively, that
were not  included  in the  computation  of Diluted  EPS  because  the  options'
exercise  prices were greater than the average market price of the common shares
or because their inclusion would have been anti-dilutive.

Pervasiveness of Estimates                            

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 those estimates.

Recent Accounting Pronouncement

In June 1997,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  No. 131,  "Disclosures  About  Segments for an
Enterprise and Related  Information".  This statement  establishes new standards
for public companies to report  information about operating  segments,  products
and services,  geographic areas and major customers. This statement is effective
for periods beginning after December 15, 1997.


(4) Revolving Loan Agreements

The Bank of New York

On March 7, 1994, the Company signed a $9,500,000  Revolving Loan Agreement (the
"Agreement")  with The Bank of New  York.  The  Agreement  contains  a letter of
credit facility.  The maximum principal amount of outstanding advances under the
Agreement  cannot exceed the lesser of (1) $9,500,000 less the aggregate  amount
outstanding with respect to letters of credit (whether drawn or undrawn), or (2)
$1,000,000.  On March 21,  1997,  the  Agreement  was amended  such that certain
financial  covenants  were  deleted.  Additionally,  the  amendment  changed the
expiration date to December 31, 1997, and required that all remaining letters of
credit be terminated according to a stipulated  schedule,  but no later than the
expiration  of the  Agreement.  On March 31, 1998,  the  agreement  was extended
effective  December 31, 1997, to May 15, 1998. As of December 31, 1997,  letters
of  credit  totaling  $4,830,000  were  outstanding  under  the  Agreement.   As
outstanding  letters of credit  issued under this credit  facility  expire,  the
maximum  commitment  available under this credit facility will be reduced by the
amount of the expiring  letters of credit.  The amended  Agreement  requires the
Company  to  maintain  specified  levels  of  tangible  net  worth  through  the
expiration of the Agreement.

Congress Financial Corporation (Northwest)

The  Company has an  $11,500,000  Loan and  Security  Agreement  (the  "Congress
Agreement")  with  Congress  Financial  Corporation  (Northwest).  The  Congress
Agreement  contains a letter of credit facility  supporting letters of credit up
to $7,000,000 and a revolving loan facility that is secured by eligible accounts
receivable.  The letter of credit  facility  requires  the Company to maintain a
pledged  certificate of deposit of $1,000,000 for letters of credit  outstanding
up to $3,500,000,  unless the Company allows its cash receipts to flow through a
bank account  designated  by the  Congress  Agreement.  The  Congress  Agreement
expires  August 6, 1999. As of December 31, 1997,  the balance under the line of
credit  was  $  4,762,493  and  letters  of  credit  totaling   $5,616,000  were
outstanding, leaving a balance available to the Company of $ 1,121,507 under the
Congress Agreement.  Additionally,  the Congress Agreement restricts the payment
of dividends.


                                      F-10

<PAGE>



(5) Long-Term Obligations

Long-term obligations consisted of the following:
<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                                   ---------------------------
                                                                                      1997             1996
                                                                                   -----------     -----------                
<S>                                                                                <C>             <C>        
Notes payable to finance companies,  interest at the "1- month" commercial paper
 rate plus 3.8 percent (9.29 percent at December 31, 1997), payable in monthly 
 installments of $134,220 through November 1999, secured by revenue equipment      $ 2,899,950     $       ---

Notes payable to a finance company,  interest at 9.5 percent, payable in monthly
 installments of $249,849 through January 2000, secured by revenue equipment         2,250,781             ---

Notes  payable to  finance  companies,  interest  rates  ranging  from 8 to 8.05
 percent,  payable in monthly installments ranging fro $10,285 to $51,218 through
 December 2003, secured by revenue equipment                                         1,357,767       1,844,230

Payables to tax creditors, interest at applicable statutory rates, due in 
 monthly principle installments of $11,576 through 2000                                197,916         258,910

Notes payable to a bank, interest at 9 percent,  payable in monthly installments
 of $3,473 through March 2000,
 secured by revenue equipment                                                           42,296             ---

Mortgage payable to a bank, paid in full in January 1997                                   ---         829,073

Other                                                                                  274,217         442,582
                                                                                   -----------     -----------                
                                                                                     7,022,927       3,374,795
Less Current portion                                                                (3,037,018)     (1,388,581)
                                                                                   -----------     -----------                
                                                                                   $ 3,985,909     $ 1,986,214
                                                                                   ===========     ===========
</TABLE>


As of December 31, 1997, maturities of long-term obligations are as follows:

Year Ending December 31:
------------------------
1998                                                             3,037,018
1999                                                             2,793,133
2000                                                               217,594
2001                                                               202,303
2002                                                               219,204
Thereafter                                                         553,675
                                                                ----------
                                                                $7,022,927
                                                                ==========

                                      F-11

<PAGE>



(6) Income Taxes

The components of deferred taxes are as follows:
<TABLE>
<CAPTION>
                                                                         December 31,
                                                              --------------------------------
                                                                   1997               1996
                                                              ---------------  ---------------
<S>                                                           <C>              <C>            
Deferred tax assets:
Allowance for doubtful accounts                               $       412,279  $       319,359
Accrued claims payable                                              1,828,806        1,889,956
General business credit carry forward                                 574,147          574,147
Workers compensation accrual                                          290,153          204,359
Alternative minimum tax credit carry forward                          456,984          456,984
Depreciation and leases                                                  ---           422,001
Net operating loss carry forward                                    3,385,750          654,967
Other                                                                 256,999          291,808
                                                             ----------------  ---------------
Total deferred tax assets                                           7,205,118        4,813,581
Valuation allowance                                                (6,218,822)      (4,689,624)
                                                             ----------------  ---------------
Deferred assets, net of                                                      
   Valuation allowance                                                986,296          123,957
Deferred taxability:                                                
   Depreciation and leases                                           (862,339)             ---
                                                             ----------------  ---------------
Net deferred tax assets                                      $        123,957  $       123,957
                                                             ================  ===============
</TABLE>

Management  believes  that,  based  upon the lack of  cumulative  profits in the
previous three years,  sufficient uncertainty exists regarding the realizability
of the deferred  tax asset such that a valuation  allowance  has been  recorded.
Accordingly,  the  deferred  tax assets  have been  reduced by an  approximately
$6,219,000  valuation  allowance at December 31,  1997.  Realization  of the net
deferred tax asset is  dependent  on  generating  sufficient  taxable  income in
future  years to support  the  ability  to use these  deductions.  Although  the
realization of the net deferred tax assets are not assured,  management believes
that it is more likely than not that all of the net  deferred tax assets will be
realized.  The  amount of the net  deferred  tax assets  considered  realizable,
however, could be reduced in the near term based upon changing conditions.

The provision  (benefit) for income taxes for the years ended December 31, 1997,
1996, and 1995 consisted of the following:
<TABLE>
<CAPTION>
                                              1997           1996           1995
                                         -----------    -----------    -----------
Current:
<S>                                             <C>     <C>            <C>        
         Federal                                --      $  (590,588)   $   379,203
         State                               (16,021)       (86,582)       110,182
                                         -----------    -----------    -----------
                                             (16,021)      (677,170)       489,385
                                         -----------    -----------    -----------
Deferred:
         Federal                          (1,319,704)    (1,292,515)       (43,609)
         State                              (193,473)      (189,487)       (12,671)
         Change in valuation allowance     1,529,198      2,159,172       (181,573)
                                         -----------    -----------    -----------
                                         $    16,021    $   677,170    $  (237,853)
                                         -----------    -----------    -----------
                                         $      --      $      --      $   251,532
                                         ===========    ===========    ===========
</TABLE>

The Company's  effective  income tax rate for the years ended December 31, 1997,
1996, and 1995 was different from the statutory  federal income tax rate for the
following reasons:
                                              1997    1996      1995
                                              ----    ----      ----
Statutory federal income tax rate            (35.0) % (35.0)%   35.0%
State income taxes, net of federal benefit    (4.6)    (4.6)     4.6
Nondeductible items:
    Amortization of goodwill                   2.5      1.8     17.0
    Other                                      1.7      0.9     11.6
Change in valuation allowance                 35.4     36.8    (28.6)
                                          --------  -------  ------- 
Effective income tax rate                    --- %   ---- %     39.6%
                                          ========  =======  =======


                                      F-12

<PAGE>



The Company has general business credit and alternative minimum tax credit carry
forwards at December  31,  1997,  of $574,147 and  $456,984,  respectively.  For
income tax purposes,  the Company had approximately  $3,385,750 of net operating
loss carry forward at December 31, 1997.  The net  operating  loss carry forward
expires in 2012. 

(7) Commitments and Contingencies

Capitalized Lease Obligation

Certain  revenue  equipment  is  leased  under  capital  lease  agreements.  The
following is a summary of assets held under capital lease agreements:

                                                   December 31,
                                            ---------------------------
                                              1997              1996
                                            ------------   ------------ 
Revenue equipment                           $ 53,015,303   $ 67,438,725
Other                                          1,325,504      1,325,504
                                            ------------   ------------ 
                                              54,340,807     68,764,229
Less Accumulated amortization                (21,486,148)   (18,910,825)
                                            ------------   ------------ 
                                            $ 32,854,659   $ 49,853,404
                                            ============   ============

The following is a schedule by year of future  minimum lease  payments under the
capital  leases  together  with the value of the net minimum  lease  payments at
December 31, 1997:

Year Ending December 31:
------------------------

1998                                                      $ 25,488,538
1999                                                         2,823,867
2000                                                         2,638,099
2001                                                         2,638,099
2002                                                         4,827,606
                                                             ---------
Total net minimum lease payments                            38,416,209
Less Amount representing interest                           (4,063,515)
                                                            ---------- 
Present value of net premium lease payments                 34,352,694
Less Current portion                                       (23,599,973)
                                                           ----------- 
                                                          $ 10,752,721
                                                          ============

Operating Leases

The Company is committed under noncancellable operating leases involving revenue
equipment  and   facilities.   Rent  expense  for  all   operating   leases  was
approximately  $7,548,000,  $  8,022,000  and  $12,224,000  for the years  ended
December 31, 1997, 1996, and 1995, respectively.  The following is a schedule of
future lease commitments under  noncancellable  operating leases at December 31,
1997:

Year Ending December 31:
------------------------
1998                                                       $ 4,208,548
1999                                                         2,883,724
2000                                                         1,779,521
2001                                                           992,944
                                                          ------------
                                                           $ 9,864,737
                                                          ============

The Company's operating lease payments are made in arrears. At December 31, 1997
and 1996, the Company classified  approximately $436,000 and $461,000 of accrued
operating lease payments in "Accrued  Liabilities" in the  accompanying  balance
sheets.

Letters of Credit


                                      F-13

<PAGE>



The Company had outstanding  letters of credit related to insurance coverage and
certain lease  agreements  totaling  approximately  $10,446,000  at December 31,
1997. These letters of credit mature at various times through June 30, 1998.

































                                      F-14

<PAGE>



Fuel Purchase Commitments

As of December  31, 1997,  the Company had entered  into  various fuel  purchase
contracts totaling approximately  $3,600,000.  These contracts expire at various
times  through  December 31, 1998.  This  arrangement  is intended to reduce the
Company's  vulnerability  to rapid  increases in the price of fuel. In the event
fuel prices  decline,  the Company will not benefit from such reduced pricing to
the extent of its  commitment  to purchase fuel under these  contracts.  If fuel
prices decline  materially below contracted prices, the Company records the loss
in the period of decline.  As of December 31, 1997,  contracted fuel prices were
lower than market fuel prices.

Registration Rights

Pursuant  to  a  Registration  Rights  Agreement,   the  Company's  two  largest
stockholders  each have the right,  subject to certain terms and conditions,  to
require the Company to register  their shares under the  Securities  Act of 1933
for offer to sell to the public (including by way of an underwritten  offering).
These  stockholders  each  also have the  right to join in any  registration  of
securities  of the  Company  (subject  to certain  exceptions).  The  Company is
obligated  to  pay  all  expenses  (except  the   stockholders   legal  counsel,
underwriting  discounts,  commissions,  and transfer  taxes,  if any) related to
successful offerings requested by a stockholder under this agreement.

Other

The Company is the subject of various legal  actions which it considers  routine
to its transportation business activities. Management believes, after discussion
with legal  counsel,  that the  ultimate  liability  of the Company  under these
actions will not materially affect the accompanying financial statements.

The  Company  is subject to  various  restrictive  covenants  related to certain
outstanding debt and lease  agreements.  Certain lenders have reserved the right
to demand payment if, for any reason, they deem themselves insecure.  Management
does not  believe  that  these  obligations  will be called in  advance of their
scheduled maturities.  If they were to be called, management believes that these
amounts could be refinanced  with other  commercial  lenders  without  adversely
impacting the Company's results of operations or liquidity.


(8) Stockholders' Equity

Initial Public Offering of Common Stock

In  connection  with its initial  public  offering,  the Company sold  1,600,000
shares  of  common  stock.  The  proceeds  received  from the  offering,  net of
underwriting commissions and offering costs, totaled approximately $21,635,000.

Employee Stock Purchase Plan

During  December 1995,  the Company  implemented an Employee Stock Purchase Plan
("ESPP")  entitling  eligible employees of the Company to purchase 80,000 shares
of the  Company's  common stock through  payroll  deductions in an amount not to
exceed 15 percent of an  employee's  base pay. The purchase  price of the common
stock is the lesser of 85 percent of the market value of the common stock at the
beginning  or end of  each of the  one  year  offering  periods.  Employees  can
terminate their participation in an offering under the ESPP at any time prior to
the end of the  offering  period.  The ESPP  allows  for up to 26,666  shares of
common  stock (plus  unissued  shares from prior years) to be offered in each of
the years  ending  December  31,  1996,  1997 and 1998.  During  the year  ended
December 31, 1997 and December 31, 1996,  employees  purchased  22,788 and 7,748
shares, respectively, of common stock under the ESPP.




                                      F-15

<PAGE>



Stock Incentive Plan

During  December 1994, the Company adopted the PST Vans,  Inc.,  Stock Incentive
Plan  ("SIP")  with  170,000  shares  of  common  stock  reserved  for  issuance
thereunder.  The  number of  shares  reserved  under  the plan was  subsequently
revised to 370,000  during  1996.  The  Compensation  Committee  of the Board of
Directors  administers the SIP and has the discretion to determine the employees
and officers who receive awards  (incentive stock options,  non-qualified  stock
options,  stock  appreciation  rights or phantom stock awards) to be granted and
the term, vesting and exercise prices.

The Company  accounts  for this plan under APB  Opinion  No. 25,  under which no
compensation  cost has been recognized.  Had compensation  cost for the SIP been
determined  consistent with FASB Statement No. 123,  however,  the Company's net
income and earnings per share would have been reduced to the following pro forma
amounts:
                                                                               
<TABLE>
<CAPTION>
                                              1997               1996              1995
                                        ---------------   ---------------    ---------------

<S>                                     <C>               <C>                <C>           
Net Income            As reported       $   (4,314,547)   $   (5,860,765)    $      383,649
                         Pro forma          (4,519,433)       (6,009,888)          (286,372)

Basic EPS              As reported      $        (1.02)   $        (1.39)    $         0.10
                         Pro forma               (1.07)            (1.43)             (0.07)

Diluted  EPS          As reported       $        (1.02)   $        (1.39)    $         0.10
                         Pro forma               (1.07)            (1.43)             (0.07)
</TABLE>


A summary of the Company's  SIP at December 31, 1997,  1996 and 1995 and changes
during the years then ended is presented in the table and narrative below.

<TABLE>
<CAPTION>
                                                   1997                 1996                   1995
                                      ----------------------   ---------------------     ---------------------
                                                    Wtd.Avg                 Wtd.Avg.                  Wtd.Avg.
                                                    Exercise                Exercise                  Exercise
                                       Shares        Price      Shares       Price        Shares       Price
                                      --------      --------   --------     --------     --------     --------

<S>                                    <C>           <C>        <C>          <C>                       <C>    
Outstanding at beginning of year       111,000       $ 5.89     161,000      $ 6.19           ---      $   ---
Granted                                233,000         3.50      14,000        3.63       161,000         6.19
Forfeited                               (4,000)        6.19     (64,000)       6.16           ---          ---
                                       -------                 --------                  --------
Outstanding at end of year             340,000         4.25     111,000        5.89       161,000         6.19
                                       =======                 ========                  ========
Exercisable at end of year              40,000         6.03      33,950        6.06        21,783         6.08
                                       =======                 ========                  ========

Weighted average fair value
  of options granted                      $2.59                  $4.43                      $4.69
</TABLE>

The 340,000  outstanding  shares at the end of 1997 have exercise prices ranging
between $3.38 and $7.38 per share,  with a weighted  average  exercise  price of
$4.25.  The grants  have a prorata  vesting  period of five years from the grant
date and an expiration  date of ten years from grant date. At December 31, 1997,
40,000 options are exercisable at a weighted average exercise price of $6.03.

The fair value of each option  granted is  estimated  on the date of grant using
the  Black-Scholes  option  pricing  model with the  following  weighted-average
assumptions  used for  grants  in 1997,  1996 and 1995  respectively:  risk-free
interest rates of 6.18%, 6.82% and 6.53%; 0% expected dividend yields;  expected
lives of 8.5 years for1997, 1996 and 1995; expected volatility of 65.00%, 56.02%
and 55.70%.


                                      F-16

<PAGE>



(9) Related Party Transactions

In March 1995, the Company  issued 8,473 shares of common stock in  satisfaction
of  outstanding  indebtedness  in the amount of $101,680 to its Chief  Executive
Officer and significant  stockholder.  This individual was an unsecured creditor
under the Plan and  elected  to take  shares of common  stock as payment of such
indebtedness as provided for under the Plan.

(10) Profit Sharing Plan

The Company  adopted a Profit  Sharing Plan (the "PSP") for the benefit of their
employees.  Under the PSP, all employees who have reached the age 20 1/2 and who
have  completed  at least six months of service with the Company are eligible to
participate.  The PSP allows  participants to make contributions to the PSP from
their   compensation.   The  Company,   at  its  option,   may  make  additional
contributions  to the  PSP  on  behalf  of  the  participants.  Under  the  PSP,
participants are fully vested in their own  contributions.  Participants  become
100 percent vested in any contributions made by the Company after seven years of
service  or upon  reaching  age 65.  The  Company  did not  make or  accrue  any
contributions to the PSP during 1997, 1996, and 1995.













                                      F-17

<PAGE>



Signatures

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

PST Vans, Inc.

Date:    March __, 1998

         By:    /s/  Kenneth R. Norton
               -----------------------------
               Kenneth R. Norton
               Chief Executive Officer

Date:    March __, 1998

         By:   /s/ Neil R. Vos
               -----------------------------
               Neil R. Vos
               Chief Financial Officer



















<PAGE>



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To PST Vans, Inc.:


         We  have  audited  in  accordance  with  generally   accepted  auditing
standards,  the financial  statements  for each of the three years in the period
ended December 31, 1997 of PST Vans, Inc. (a Utah corporation)  included in this
Annual Report on Form 10-K,  and have issued our report  thereon dated  February
11, 1998  (except with  respect to matters  discussed in the first  paragraph of
Note 4 as to which  the date is March  31,  1998).  Our  audit  was made for the
purpose  of forming an  opinion  on the basic  financial  statements  taken as a
whole.  Schedule II is the  responsibility  of the Company's  management  and is
presented  for  purposes  of  complying   with  the   Securities   and  Exchange
Commission's  rules  and is not part of the  basic  financial  statements.  This
schedule has been subjected to the auditing  procedures  applied in the audit of
the  basic  financial  statements  and,  in our  opinion,  fairly  states in all
material  respects  the  financial  data  required  to be set forth  therein  in
relation to the basic financial statements taken as a whole.



ARTHUR ANDERSEN LLP

Salt Lake City, Utah
     February 11, 1998

                                       S-1

<PAGE>



                                                      PST VANS, INC.
<TABLE>

                                      SCHEDULE II- VALUATION AND QUALIFYING ACCOUNTS
                                   FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
                                                      (in thousands)

<CAPTION>
                                                                  Additions
                                                        ---------------------------
                                          Balance at       Charged to    Charged                            Balance
                                           Beginning       Costs and    to other                            At End
         Description                      of Period         Expenses    Accounts(1)     Deductions(2)      Of Period
         -----------                   --------------   -------------  ------------   -----------------   -----------

<S>                                    <C>              <C>            <C>            <C>                 <C>        
For the year ended December 31, 1997:
    Allowance for doubtful accounts    $          806   $         937  $       ---    $           (835)   $       908
                                       ==============   =============  ============   =================   ===========


For the year ended December 31, 1996:
    Allowance for doubtful accounts    $          784    $      1,427  $       ---    $         (1,405)   $       806
                                       ==============    ============  ============   =================   ===========

For the year ended December 31, 1995:
    Allowance for doubtful accounts    $        1,579    $      1,098  $       ---    $         (1,893)   $       784
                                       ==============    ============  ============   =================   ===========
</TABLE>


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


(1) Recoveries on accounts written off.

(2) Accounts written off.
























                                       S-2

<PAGE>





                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the incorporation of our
report  included  in this  Form  10- K,  into  the  Company's  previously  filed
Registration Statements on Form S-8, File Nos. 33-98960 and 333-12489.



ARTHUR ANDERSEN LLP

Salt Lake City, Utah
     March 27, 1998



















                                        7

<PAGE>


                                   SIGNATURES


         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
of 1934, the Registrant has duly caused this Amendment No.1 on Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized, on April 30,
1998.

                                    PST VANS, INC.



                                    By: /s/ Neil R. Voss
                                        --------------------------------
                                        Chief Financial Officer



                                        8