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FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
 SECURITIES EXCHANGE ACT OF 1934


For the quarterly period
 ended September 30, 2002

OR

[  ]      TRANSITION REPORT
 PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period
 from ________________________________
 to ________________________________

Commission File Number   
             
             
    
0-23948

Boyd Bros. Transportation
 Inc.(Exact name of Registrant
 as specified in its charter)



|Delaware                         | 63-6006515                   
|-------------------------------- | -----------------------------
|(State
 or other jurisdiction of | (IRS Employer
 Identification
|incorporation
 or organization)  | Number)                      

3275 Highway 30, Clayton,
 Alabama 36016

---

(Address of principal executive offices)(Zip Code)


(334) 775-1400

---

(Registrants
 telephone number, including area code)


Indicate by checkmark 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) Yes [X] No [  ], and (2)
 has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate the number of shares outstanding
 of each of the issuers classes of common stock, as of November 13, 2002.



|Common
 Stock, $.001 Par Value | 2,708,105          
|------------------------------ | -------------------
|(Class)                        | (Number
 of Shares)



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TABLE OF CONTENTS



|                                       |                                                                                               |                                                      |  |  |  |  |  | 
|-------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|                                       |                                                                                               | CONSOLIDATED BALANCE SHEETS                         
|                                       |                                                                                               | CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)       
|                                       |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)    
|                                       |                                                                                               | NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
|                                       | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                       | Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|                                       | Item 4. Disclosure Controls and Procedures                                                   
|Part II. Other Information            
|                                       | Item 1. Legal Proceedings                                                                    
|                                       | Item 2. Changes in Securities and Use of Proceeds                                            
|                                       | Item 3. Defaults Upon Senior Securities                                                      
|                                       | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                       | Item 5. Other Information                                                                    
|                                       | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                            
|Commercial Loan and Security Agreement
|Section 906 Certification of the CEO  
|Section 906 Certification of the CFO  



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INDEX



|         |                       |                                                                                                                | Page Number
|-------- | --------------------- | -------------------------------------------------------------------------------------------------------------- | -----------
|Part I.  | Financial Information |                                                                                                               
|         | Item 1.               | Consolidated Financial Statements                                                                              |            
|         |                       | Consolidated Balance Sheets September 30, 2002 (unaudited) and December 31, 2001                               | 3          
|         |                       | Consolidated Statements of Income (unaudited)
 Three- and Nine-month Periods Ended September 30, 2002 and 2001 | 5          
|         |                       | Consolidated Statements of Cash Flows
 (unaudited) Nine-month Periods Ended September 30, 2002 and 2001        | 6          
|         |                       | Notes to Consolidated Financial Statements                                                                     | 7          
|         | Item 2.               | Managements Discussion
 and Analysis of Financial Condition and Results of Operations                         | 11         
|         | Item 3.               | Quantitative
 and Qualitative Disclosures about Market Risk                                                    | 19         
|         | Item 4.               | Disclosure Controls and Procedures                                                                             | 19         
|Part II. | Other Information     |                                                                                                               

|           | Item 1. | Legal Proceedings                                   | 20
|---------- | ------- | --------------------------------------------------- | --
|           | Item 2. | Changes in Securities and Use of Proceeds           | 20
|           | Item 3. | Defaults Upon Senior Securities                     | 20
|           | Item 4. | Submission of Matters to a Vote of Security Holders | 20
|           | Item 5. | Other Information                                   | 20
|           | Item 6. | Exhibits and Reports on Form 8-K                    | 20
|Signatures |         | 21                                                 

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BOYD BROS. TRANSPORTATION INC.




CONSOLIDATED BALANCE SHEETS



|                                                       |  | SEPTEMBER 30, |            | DECEMBER 31,
|------------------------------------------------------ |  | ------------- | ---------- | ------------
|                                                       |  | 2002          |            | 2001        
|                                                       |  |               |            |             
|                                                       |  | (UNAUDITED)   |            |             
|ASSETS                                                 |  |               |            |             
|CURRENT ASSETS:                                        |  |               |            |             
|Cash and cash equivalents                              |  | $             | 570,542    |             
|Short-term investments                                 |  |               | 278,000    |             
|Accounts receivable:                                   |  |               |            |             
|Trade and interline                                    |  |               | 11,296,855 |             
|Other                                                  |  |               | 823,054    |             
|Current portion of net investment in sales-type leases |  |               | 1,309,841  |             
|Income tax receivable                                  |  |               | 797,687    |             
|Parts and supplies inventory                           |  |               | 598,244    |             
|Tires on revenue equipment                             |  |               | 71,700     |             
|Prepaid licenses and permits                           |  |               | 705,534    |             
|Other prepaid expenses                                 |  |               | 948,602    |             
|Deferred income taxes                                  |  |               | 1,618,437  |             
|                                                       |  |               |            |             
|Total current assets                                   |  |               | 19,018,496 |             
|                                                       |  |               |            |             
|PROPERTY AND EQUIPMENT:                                |  |               |            |             
|Land and land improvements                             |  |               | 2,948,297  |             
|Buildings                                              |  |               | 7,764,285  |             
|Revenue equipment                                      |  |               | 65,873,518 |             
|Other equipment                                        |  |               | 12,382,664 |             
|Leasehold improvements                                 |  |               | 386,384    |             
|                                                       |  |               |            |             
|Total                                                  |  |               | 89,355,148 |             
|Less accumulated depreciation
and amortization         |  |               | 33,310,977 |             
|                                                       |  |               |            |             
|Property and equipment, net                            |  |               | 56,044,171 |             
|                                                       |  |               |            |             
|OTHER ASSETS:                                          |  |               |            |             
|Net investment in sales-type leases                    |  |               | 5,072,783  |             
|Goodwill                                               |  |               | 3,452,446  |             
|Revenue equipment held for lease                       |  |               | 1,455,406  |             
|Deposits and other assets                              |  |               | 407,208    |             
|                                                       |  |               |            |             
|Total other assets                                     |  |               | 10,387,843 |             
|                                                       |  |               |            |             
|TOTAL                                                  |  | $             | 85,450,510 |             
|                                                       |  |               |            |             

See notes to unaudited consolidated financial statements.


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BOYD BROS. TRANSPORTATION INC.




CONSOLIDATED BALANCE SHEETS




|                                                          |                                                                                                        | SEPTEMBER 30, |            | DECEMBER 31,
|--------------------------------------------------------- | ------------------------------------------------------------------------------------------------------ | ------------- | ---------- | ------------
|                                                          |                                                                                                        | 2002          |            | 2001        
|                                                          |                                                                                                        |               |            |             
|                                                          |                                                                                                        | (UNAUDITED)   |            |             
|LIABILITIES AND STOCKHOLDERS EQUITY                      |                                                                                                        |               |            |             
|CURRENT LIABILITIES:                                      |                                                                                                        |               |            |             
|                                                          | Line of credit                                                                                         | $             |           |             
|                                                          | Accounts payable  trade and interline                                                                 |               | 2,141,643  |             
|                                                          | Current maturities of long-term debt                                                                   |               | 13,682,298 |             
|                                                          | Accrued liabilities:                                                                                   |               |            |             
|                                                          | Self-insurance claims                                                                                  |               | 4,705,332  |             
|                                                          | Salaries and wages                                                                                     |               | 821,746    |             
|                                                          | Other                                                                                                  |               | 1,401,882  |             
|                                                          |                                                                                                        |               |            |             
|                                                          | Total current liabilities                                                                              |               | 22,752,901 |             
|LONG-TERM DEBT                                            |                                                                                                        | 22,360,460    |            |             
|DEFERRED INCOME TAXES                                     |                                                                                                        | 14,272,229    |            |             
|                                                          |                                                                                                        |               |            |             
|                                                          | Total liabilities                                                                                      |               | 59,385,590 |             
|                                                          |                                                                                                        |               |            |             
|COMMITMENTS AND CONTINGENCIES                             |                                                                                                        |               |            |             
|STOCKHOLDERS EQUITY:                                     |                                                                                                        |               |            |             
|                                                          | Preferred stock, $.001 par value  1,000,000 shares
 authorized; no shares issued and outstanding      |               |            |             
|                                                          | Common stock, $.001 par value  10,000,000 shares
 authorized; 4,069,640 shares issued and outstanding |               | 4,070      |             
|                                                          | Treasury stock at
 cost; 1,361,535 shares (2002) and 1,355,041 shares (2001)                           |               | (9,638,274 | )           
|                                                          | Additional paid-in capital                                                                             |               | 16,884,622 |             
|                                                          | Retained earnings                                                                                      |               | 18,814,502 |             
|                                                          |                                                                                                        |               |            |             
|                                                          | Total stockholders equity                                                                             |               | 26,064,920 |             
|                                                          |                                                                                                        |               |            |             
|TOTAL                                                     | $                                                                                                      | 85,450,510    |            |             
|                                                          |                                                                                                        |               |            |             
|                                                          |                                                                                                        |               |            |             
|See notes to unaudited consolidated financial statements. |                                                                                                        |               |            |             



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BOYD BROS. TRANSPORTATION INC.




CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)



|                                                   |  | Three Months Ended September 30, |            | Nine Months Ended September 30,
|-------------------------------------------------- |  | -------------------------------- | ---------- | -------------------------------
|                                                   |  | 2002                             |            | 2001                           
|                                                   |  |                                  |            |                                
|                                                   |  |                                  |            |                                
|OPERATING REVENUES                                 |  | $                                | 33,180,688 |                                
|                                                   |  |                                  |            |                                
|OPERATING EXPENSES:                                |  |                                  |            |                                
|Salaries, wages and employee benefits              |  |                                  | 9,400,322  |                                
|Cost of independent contractors                    |  |                                  | 10,447,009 |                                
|Fuel                                               |  |                                  | 3,443,561  |                                
|Operating supplies                                 |  |                                  | 2,761,513  |                                
|Operating taxes and licenses                       |  |                                  | 637,648    |                                
|Insurance and claims                               |  |                                  | 1,774,103  |                                
|Communications and utilities                       |  |                                  | 297,074    |                                
|Depreciation and amortization                      |  |                                  | 2,849,606  |                                
|Gain on disposition of property and equipment, net |  |                                  | (160,916   | )                              
|Other                                              |  |                                  | 388,948    |                                
|                                                   |  |                                  |            |                                
|Total operating expenses                           |  |                                  | 31,838,868 |                                
|                                                   |  |                                  |            |                                
|OPERATING INCOME                                   |  |                                  | 1,341,820  |                                
|                                                   |  |                                  |            |                                
|OTHER INCOME (EXPENSES):                           |  |                                  |            |                                
|Interest income                                    |  |                                  | 2,696      |                                
|Interest expense                                   |  |                                  | (518,190   | )                              
|Other expenses                                     |  |                                  |           |                                
|                                                   |  |                                  |            |                                
|Other expenses, net                                |  |                                  | (515,494   | )                              
|                                                   |  |                                  |            |                                
|INCOME BEFORE PROVISION FOR INCOME TAXES           |  |                                  | 826,326    |                                
|PROVISION FOR INCOME TAXES                         |  |                                  | 331,252    |                                
|                                                   |  |                                  |            |                                
|NET INCOME                                         |  | $                                | 495,074    |                                
|                                                   |  |                                  |            |                                
|BASIC NET INCOME PER SHARE                         |  | $                                | 0.18       |                                
|                                                   |  |                                  |            |                                
|DILUTED NET INCOME PER SHARE                       |  | $                                | 0.18       |                                
|                                                   |  |                                  |            |                                
|AVERAGE SHARES OUTSTANDING                         |  |                                  | 2,706,781  |                                
|                                                   |  |                                  |            |                                
|AVERAGE SHARES OUTSTANDING ASSUMING DILUTION       |  |                                  | 2,825,674  |                                
|                                                   |  |                                  |            |                                

See notes to unaudited consolidated financial statements.


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BOYD BROS. TRANSPORTATION INC.




CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)



|                                                                                  |  | Nine Months Ended September 30,
|--------------------------------------------------------------------------------- |  | -------------------------------
|                                                                                  |  | 2002                           
|                                                                                  |  |                                
|OPERATING ACTIVITIES:                                                             |  |                                
|Net income                                                                        |  | $                              
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                
|Depreciation and amortization                                                     |  |                                
|Net effect of sales-type leases on cost of independent contractors                |  |                                
|Gain on disposal of property and equipment, net                                   |  |                                
|Provision for deferred income taxes                                               |  |                                
|Changes in assets and liabilities provided (used) cash:                           |  |                                
|Accounts receivable                                                               |  |                                
|Refundable income taxes                                                           |  |                                
|Other current assets                                                              |  |                                
|Deposits and other assets                                                         |  |                                
|Accounts payable- trade and interline                                             |  |                                
|Accrued liabilities and other current liabilities                                 |  |                                
|                                                                                  |  |                                
|Net cash provided by operating activities                                         |  |                                
|                                                                                  |  |                                
|INVESTING ACTIVITIES:                                                             |  |                                
|Payments received on sales-type leases                                            |  |                                
|Capital expenditures:                                                             |  |                                
|Revenue equipment                                                                 |  |                                
|Other equipment                                                                   |  |                                
|Construction in process                                                           |  |                                
|Proceeds from disposals of property and equipment                                 |  |                                
|                                                                                  |  |                                
|Net cash (used in) provided by investing activities                               |  |                                
|                                                                                  |  |                                
|FINANCING ACTIVITIES:                                                             |  |                                
|Purchase of treasury stock                                                        |  |                                
|Payments on line of credit  net                                                  |  |                                
|Proceeds from long-term debt                                                      |  |                                
|Principal payments on long-term debt                                              |  |                                
|                                                                                  |  |                                
|Net cash used in financing activities                                             |  |                                
|                                                                                  |  |                                
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                         |  |                                
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                  |  |                                
|                                                                                  |  |                                
|BALANCE AT END OF PERIOD                                                          |  | $                              
|                                                                                  |  |                                
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                |  |                                
|Cash paid (received) during the period for :                                      |  |                                
|Income taxes, net of refunds                                                      |  | $                              
|                                                                                  |  |                                
|Interest                                                                          |  | $                              
|                                                                                  |  |                                
|SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES:                          |  |                                
|Net investment in sales-type leases                                               |  | $                              
|                                                                                  |  |                                
|Dealer financed purchases of revenue equipment                                    |  | $                              
|                                                                                  |  |                                
|

See notes to unaudited consolidated financial statements.


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BOYD BROS. TRANSPORTATION
 INC.




NOTES TO UNAUDITED CONSOLIDATED
 FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying consolidated financial
 statements have been prepared in compliance with Form 10-Q instructions and, thus,
 do not include all of the information and footnotes required by accounting principles
 generally accepted in the United States of America for complete financial statements.
 In the opinion of management, the statements reflect all adjustments, including
 those of normal recurring nature, necessary to present fairly the results of the
 reported interim periods. Interim results are not necessarily indicative of results
 for a full year. The statements should be read in conjunction with the summary
 of accounting policies and notes to financial statements included in the Company
s latest annual report on Form 10-K.

2. Principles of Consolidation

The consolidated financial statements include
 the accounts of Boyd Bros. and its wholly owned subsidiary, WTI Transport, Inc.
 (WTI). Boyd Bros. and WTI are referred to herein collectively as the
 Company. All significant inter-company balances, transactions and stockholdings
 have been eliminated. Certain reclassifications have been made to the consolidated
 statement of cash flows for the nine-month period ending September 30, 2001, to
 conform to the current period presented.

3. Tires on Revenue Equipment

April 3, 2002, the Internal Revenue Service
 issued Revenue Procedure 2002-27, effective for assets placed in service after December
 31, 2001, which outlines an original tire capitalization method of accounting
 for the cost of original and replacement tires on trucks used in business activities.
 The rule provides for the capitalization of the cost of original tires and depreciation
 using the same depreciation method, recovery period, and convention that apply to
 the vehicle on which the tires were first installed. These original tires are considered
 to be part of the vehicle and are to be disposed of at the same time
 as the vehicle those tires were first installed on. For tires acquired on or prior
 to December 31, 2001, tires placed in service on newly purchased revenue equipment
 were carried at cost and depreciated over their useful lives, estimated to be eighteen
 months. Under the new method, replacement tires are to be expensed in the year installed,
 which is consistent with the Companys past practice.

The original tire capitalization method
 was adopted for all tires placed into service after December 31, 2001. The tires
 applicable to tractor units and trailers are depreciated according to the asset
 they are considered a part of. There is no adjustment to the accounting for those
 tires already in service. A depreciation method being adopted for newly acquired
 assets that differs from the method(s) used for previously recorded assets of a
 similar class does not constitute a change in accounting principle but, rather,
 a change in accounting estimate.

The Company believes the new method will
 more appropriately reflect its financial results by better allocating costs of new
 tires over the useful lives of the vehicles they are considered to be part of.
 In addition, the new method more closely conforms to that prevalent in the industry
 in which the Company operates. The adoption of this method does not cause a lack
 of comparability of financial statements. The Company recognized approximately
 $66,000 less in operating expenses during the first nine months of 2002 by applying
 the new method of depreciation.

4. Environmental Matters

The Companys operations are subject
 to certain federal, state, and local laws and regulations concerning the environment.
 Certain of the Companys facilities are located in historically industrial
 areas, and, therefore, there is the possibility of environmental liability as a
 result of operations by prior owners, as well as the Companys use of fuels
 and underground storage tanks at its regional service centers.

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5. Stockholders Equity

Earnings Per Share  For 2002, stock
 options of 118,998 and 58,782 were included in the computation of diluted net income
 for the three and nine-month periods, respectively. The inclusion of the options
 in the dilutive earnings per share calculation had an effect of ($.01) on basic
 earnings per share for the nine- month period ended September 30, 2002. No options
 were included in the diluted net income calculation for the comparative periods
 in 2001 because to do so would have been anti-dilutive as the exercise prices of
 all stock options were above the average market price of the Companys common
 stock for the periods presented.

Stock Purchase Plan  In February 1999,
 the Companys Board of Directors authorized a program under which the Company
 may purchase up to 600,000 shares of its common stock in open market or negotiated
 transactions. During the first quarter of 2002, the Company purchased 6,500 shares
 of its common stock from related parties for $42,250, in accordance with the terms
 of the acquisition agreement pursuant to which the Company acquired WTI Transport
 in 1997. During the third quarter of 2002, the Company did not purchase any shares
 under this program. However, during the third quarter of 2002, the Company issued
 shares from treasury stock to the Employee Stock Purchase Plan for $13,170.

6. Related Party Transactions

The Company entered into a consulting agreement
 with its Chairman Emeritus, Dempsey Boyd, effective January 1, 2002 through December
 31, 2003. Mr. Boyd will be paid $145,000 annually under this
consulting agreement. Mr. Boyd provides advice and expertise,
 and performs such duties and services from time to time, during the term of the
 agreement, as the Company reasonably requests. The services provided include,
 without limitation, negotiating equipment and tire agreements, reviewing equipment
 requirements, researching and investigating equipment, advising the Company regarding
 certain ongoing litigation matters, advising the Company regarding construction
 projects and providing the Company with an experienced perspective on the trucking
 industry.

7. Goodwill

In June 2001, the Financial Accounting Standards
 Board (the FASB) issued SFAS No. 141, Business Combinations, and SFAS No.142,
 Goodwill and Other Intangible Assets. SFAS No. 141 requires the use of the purchase
 method of accounting and prohibits the use of the pooling-of-interests method of
 accounting for business combinations initiated after June 30, 2001. This statement
 also requires that the Company recognize acquired intangible assets apart from goodwill
 if the acquired intangible assets meet certain criteria. SFAS No.142 requires,
 among other things, that companies no longer amortize goodwill, but instead test
 goodwill for impairment at least annually.

In addition, SFAS No. 142 requires that
 the Company identify reporting units for purposes of assessing potential future
 impairments of goodwill, reassess the useful lives of other existing recognized
 finite-lived intangible assets, and cease amortization of intangible assets with
 an indefinite useful life. An intangible asset with an indefinite useful life should
 be tested for impairment in accordance with the guidance in SFAS No. 142. This statement
 is required to be applied in fiscal years beginning after December 15, 2001, to
 all goodwill and other intangible assets recognized at that date, regardless of
 when those assets were initially recognized. SFAS No. 142 requires the Company
 to complete a transitional goodwill impairment test within six months from the date
 of adoption and reassess the useful lives of other intangible assets within the
 first interim quarter after adoption.

The Company adopted SFAS Nos. 141 and 142
 on January 1, 2002 and, accordingly, ceased amortization of goodwill at that time.
 Goodwill amortization expense of $55,950 and $167,850 were included in the consolidated
 financial statements for the three and nine-month periods ended September 30, 2001,
 respectively. Had goodwill amortization expense not been recognized in 2001, earnings
 per share would have increased from $0.08 per share to $0.09 per share for the three
 months ended September 30, 2001 and from $0.08 per share to $0.11 per share for
 the nine months ended September 30, 2001.

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As of June 30, 2002, the Company completed
 the first phase of transitional testing for the potential impairment of goodwill
 relating to its WTI subsidiary. This goodwill impairment test is to be completed
 annually unless events or evidence exist that would significantly alter amounts
 used in the annual calculation. The Company used a multiple of EBITDA (earnings
 before interest, tax, depreciation and amortization expenses) in evaluating the
 fair value of WTI. This was consistent with the valuation method used in calculating
 the original purchase price of WTI in 1997. As a result of such testing, the Company
 determined there was no impairment of goodwill that should be included in the accompanying
 financial statements. At June 30, 2002, the net book value recorded for goodwill
 was $3,452,446. No events have occurred since this assessment to cause a significant
 change in the values used for computation. Thus, another impairment test was not
 performed during the third quarter of 2002.

8. Segment Information

The Company has two reportable segments:
 Boyd and WTI. The Boyd division is a flatbed carrier that hauls primarily steel
 and building products throughout most of the continental United States, and operates
 740 trucks. Boyd had 545 company drivers and 195 owner-operators as of September
 30, 2002. The WTI division is a flatbed carrier that hauls steel and roofing products,
 primarily in the eastern two-thirds of the United States, and operates 219 trucks.
 WTI had 33 company drivers and 186 owner-operators as of September 30, 2002. Unaudited
 segment reporting information for the three and nine-month periods ended September
 30, 2002 and 2001 is as follows:

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|Results of Operations |                                   |                                               |      |            |     |  |              |            |       |  |   |          |   |  |  
|--------------------- | --------------------------------- | --------------------------------------------- | ---- | ---------- | --- |  | ------------ | ---------- | ----- |  | - | -------- | - |  | -
|                      | Three Months Ended Sept. 30, 2002 |                                               |      |            |     |  |              |            |       |  |   |          |   |  |  
|                      |                                   |                                               | Boyd |            | WTI |  | Eliminations |            | Total
|                      |                                   | Operating revenues                            | $    | 27,756,409 |     |  | $            | 5,424,279  |       |  | $ |         |   |  | $
|                      |                                   | Operating expenses                            |      | 26,633,626 |     |  |              | 5,205,242  |       |  |   |         |   |  |  
|                      |                                   | Operating income                              |      | 1,122,783  |     |  |              | 219,037    |       |  |   |         |   |  |  
|                      |                                   | Operating ratio                               |      | 96.0       | %   |  |              | 96.0       | %     |  |   |          |   |  |  
|                     
|                      | Three Months Ended Sept. 30, 2001 |                                               |      |            |     |  |              |            |       |  |   |          |   |  |  
|                      |                                   |                                               | Boyd |            | WTI |  | Eliminations |            | Total
|                      |                                   | Operating revenues                            | $    | 27,267,248 |     |  | $            | 5,189,762  |       |  | $ |         |   |  | $
|                      |                                   | Operating expenses                            |      | 26,371,833 |     |  |              | 5,104,745  |       |  |   |         |   |  |  
|                      |                                   | Operating income                              |      | 895,415    |     |  |              | 85,017     |       |  |   |         |   |  |  
|                      |                                   | Operating ratio                               |      | 96.7       | %   |  |              | 98.4       | %     |  |   |          |   |  |  
|                     
|                      | Nine Months Ended Sept. 30, 2002  |                                               |      |            |     |  |              |            |       |  |   |          |   |  |  
|                      |                                   |                                               | Boyd |            | WTI |  | Eliminations |            | Total
|                      |                                   | Operating revenues                            | $    | 80,796,627 |     |  | $            | 15,723,959 |       |  |   |          |   |  | $
|                      |                                   | Operating expenses                            |      | 78,542,132 |     |  |              | 15,161,018 |       |  |   |         |   |  |  
|                      |                                   | Operating income                              |      | 2,254,495  |     |  |              | 562,941    |       |  |   |         |   |  |  
|                      |                                   | Operating ratio                               |      | 97.2       | %   |  |              | 96.4       | %     |  |   |          |   |  |  
|                     
|                      | Nine Months Ended Sept. 30, 2001  |                                               |      |            |     |  |              |            |       |  |   |          |   |  |  
|                      |                                   |                                               | Boyd |            | WTI |  | Eliminations |            | Total
|                      |                                   | Operating revenue                             | $    | 79,725,127 |     |  | $            | 14,772,544 |       |  | $ | (111,636 | ) |  | $
|                      |                                   | Operating expenses                            |      | 77,039,633 |     |  |              | 14,852,487 |       |  |   | (111,636 | ) |  |  
|                      |                                   | Operating income                              |      | 2,685,494  |     |  |              | (79,943    | )     |  |   |         |   |  |  
|                      |                                   | Operating ratio                               |      | 96.6       | %   |  |              | 100.5      | %     |  |   |          |   |  |  
|                     
|Identifiable Assets   |                                   |                                               |      |            |     |  |              |            |       |  |   |          |   |  |  
|                      | As of September 30, 2002          |                                               |      |            |     |  |              |            |       |  |   |          |   |  |  
|                      |                                   |                                               | Boyd |            | WTI |  |              |            | Total
|                      |                                   | Cash and cash equivalents                     | $    | 533,582    |     |  | $            | 36,960     |       |  |   |          |   |  | $
|                      |                                   | Property and equipment                        |      | 51,377,626 |     |  |              | 4,666,545  |       |  |   |          |   |  |  
|                      |                                   | Long-term debt (excluding current maturities) |      | 20,774,496 |     |  |              | 1,585,964  |       |  |   |          |   |  |  
|                     
|                      | As of December 31, 2001           |                                               |      |            |     |  |              |            |       |  |   |          |   |  |  
|                      |                                   |                                               | Boyd |            | WTI |  |              |            | Total
|                      |                                   | Cash and cash equivalents                     | $    | 943,574    |     |  |              | $1,277,881 |       |  |   |          |   |  | $
|                      |                                   | Property and equipment                        |      | 54,740,848 |     |  |              | 3,772,426  |       |  |   |          |   |  |  
|                      |                                   | Long-term debt (excluding current maturities) |      | 25,364,623 |     |  |              | 241,674    |       |  |   |          |   |  |  

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

The following discussion should be read
 in conjunction with the attached interim consolidated financial statements and with
 the Companys 2001 Annual Report to Stockholders, which included audited financial
 statements and notes thereto for the fiscal year ended December 31, 2001, as well
 as Managements Discussion and Analysis of Financial Condition and Results
 of Operations.

Overview

The Company, headquartered in Clayton, Alabama,
 is a flatbed truckload carrier that has two reportable segments: Boyd Bros. and
 WTI Transport (WTI). The Boyd Bros. division operates throughout most
 of the continental United States, hauling primarily steel and building products.
 The WTI division hauls steel and roofing products, primarily in the eastern two-thirds
 of the United States. The Company typically serves high-volume, time-sensitive
 shippers that demand time definite delivery.

Historically, the Company has owned its
 revenue equipment and operated through employee-operators. The Companys expansion
 in the past, therefore, required significant capital expenditures that have been
 funded through secured borrowings. In the last five years, the Company began adding
 owner-operators to its fleet as a strategy to expand its potential for growth without
 the concomitant increase in capital expenditures typically related to owned equipment.
 The Company accelerated the implementation of this strategy in December 1997 with
 the acquisition of WTI, which specializes in short-haul routes using a largely owner-operator
 fleet.

The Company continues to focus on marketing
 efforts and is broadening its customer base outside of the steel and building products
 industries, as well as stressing best-in-business service to its customers. The
 Company remains committed to its emphasis on safety while working to reduce insurance
 claims and costs. The Company believes these efforts are beginning to yield results
 in the form of profitable operations in the second and third quarters of 2002, however,
 results to date are not necessarily indicative of the Companys performance
 for the year. See Factors That May Affect Future Results, below.

Critical Accounting Policies

The methods, estimates and judgments the
 Companys management uses in applying Company accounting policies may have
 a significant effect on the results the Company reports in its financial statements.
 The estimates and judgments in applying those accounting policies which may have
 the most significant effect on the Companys financial statements and operating
 results include: allowance for doubtful accounts for tractors leased to owner-operators;
 determinations of impairment of long-lived assets; estimates of accrued liabilities
 for claims and workers compensation; estimates of useful lives and salvage
 values for the depreciation of tractors and trailers; and allowance for doubtful
 accounts receivable. Please refer to Managements Discussion and Analysis
 of Financial Condition  Critical Accounting Policies in the Company
s Annual Report on Form 10-K for the year ended December 31, 2001 for a more
 complete description of the Companys critical accounting policies.

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Quarterly Review:

The following tables set forth, by segment,
 the percentage relationship of expense items to operating revenues and certain other
 operating statistics for the periods indicated:



|                           |                                                    | Company                     |   | Boyd  |      | WTI 
|-------------------------- | -------------------------------------------------- | --------------------------- | - | ----- | ---- | ----
|                           |                                                    |                             |   |       |      |     
|                           |                                                    | Quarter Ended September 30,
|                           |                                                    | 2002                        |   | 2001  |      | 2002
|                           |                                                    |                             |   |       |      |     
|Operating revenues         | 100.0                                              | %                           |   | 100.0 | %    |     
|Operating expenses         |                                                    |                             |   |       |      |     
|                           | Salaries, wages, and employee benefits             | 28.3                        |   |       | 30.0 |     
|                           | Cost of independent contractors                    | 31.5                        |   |       | 26.2 |     
|                           | Fuel                                               | 10.4                        |   |       | 11.2 |     
|Operating supplies         | 8.3                                                |                             |   | 9.8   |      |     
|                           | Operating taxes and licenses                       | 1.9                         |   |       | 2.0  |     
|                           | Insurance and claims                               | 5.3                         |   |       | 5.5  |     
|                           | Communications and utilities                       | 1.0                         |   |       | 0.9  |     
|                           | Depreciation and amortization                      | 8.6                         |   |       | 9.4  |     
|                           | Gain on disposition of property and equipment, net | (0.5                        | ) |       | (0.0 | )   
|                           | Other                                              | 1.2                         |   |       | 2.0  |     
|                           |                                                    |                             |   |       |      |     
|Total operating expenses   | 96.0                                               |                             |   | 97.0  |      |     
|                           |                                                    |                             |   |       |      |     
|Operating income           | 4.1                                                |                             |   | 3.0   |      |     
|Interest expense, net      | (1.6                                               | )                           |   | (1.8  | )    |     
|                           |                                                    |                             |   |       |      |     
|Income before income taxes | 2.5                                                |                             |   | 1.2   |      |     
|                           | Income taxes                                       | 1.0                         |   |       | 0.5  |     
|                           |                                                    |                             |   |       |      |     
|Net income                 | 1.5                                                | %                           |   | 0.7   | %    |     
|                           |                                                    |                             |   |       |      |     



|                           |     | Company                     |  | Boyd |   | WTI 
|-------------------------- | --- | --------------------------- |  | ---- | - | ----
|                           |     |                             |  |      |   |     
|                           |     | Quarter Ended September 30,
|                           |     | 2002                        |  | 2001 |   | 2002
|                           |     |                             |  |      |   |     
|Company operated tractors  | 578 |                             |  | 605  |   |     
|Owner-operated tractors    | 381 |                             |  | 371  |   |     
|                           |     |                             |  |      |   |     
|Total tractors             | 959 |                             |  | 976  |   |     
|                           |     |                             |  |      |   |     
|Company operated tractor % | 58  | %                           |  | 62   | % |     
|Owner-operated tractor %   | 42  | %                           |  | 38   | % |     
|                           |     |                             |  |      |   |     
|Total %                    | 100 | %                           |  | 100  | % |     
|                           |     |                             |  |      |   |     

Quarterly Results of Operations

The Companys total operating revenues
 increased $723,678, or 2.2%, to $33,180,688 for the quarter ended September 30, 2002,
 compared with $32,457,010 for the same period in 2001. This change reflected an
 increase of $489,161, or 1.8%, in the Boyd division and an increase
of $234,517, or
 4.5%, in the WTI division. These changes are reflective of diversification outside
 of the steel and building materials industries and are also reflective of an increase
 in revenue resulting from the Companys brokerage of freight onto outside carriers.

Total operating expenses
increased $362,290,
 or 1.2%, to $31,838,868 for the third quarter ended September 30, 2002, compared
 to $31,476,578 for the same three months last year. Of this increase, $261,793 was
 attributable to the Boyd division. The WTI division accounted for $100,497 of the
 total increase. These increases are directly

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proportional to the increases in operating
 revenues. Owner-operators are responsible for payment of the expenses they incur
 including fuel, operating supplies, and taxes and licenses, while the Company incurs
 these expenses related to Company drivers. Consequently, the amount paid per mile
 (shown as salaries and wages for Company drivers and within cost of independent
 contractors for owner-operators) for owner-operators is greater than
that of Company
 drivers.

As a percentage of revenues, the following
 operating expense accounts decreased for the total Company: salaries, wages and
 employee benefits, fuel, operating supplies, and taxes and licenses. Expenses related
 to Company drivers are primarily in these accounts. As a percentage of revenues,
 the sum of the aforementioned accounts decreased by 4.1% for the quarter ended September
 30, 2002 compared to the same period last year. As a percentage of revenues, cost
 of independent contractors increased by 5.3% for the quarter ended September 30,
 2002 compared to the same period last year, and the changes are primarily attributable
 to the Boyd divisions increase in owner-operators. The total Companys
 decrease in these accounts for the third quarter of 2002 over the same period of
 2001 was $969,710. The Boyd division accounted for $788,915 of the change. In
 the Boyd division, the number of miles hauled by Company drivers decreased while
 the number of owner-operators miles increased, causing shifts in expenses.
 Boyd division Company drivers accounted
 for 70.2% of total miles hauled for the third quarter of 2002 and 73.3% in 2001.
 Boyd division owner-operators accounted for 29.8% of total miles hauled for the
 third quarter of 2002 and 26.7% in 2001.

Depreciation and amortization decreased
 $194,226, or 6.4%, to $2,849,606 from $3,043,832 in the third quarter of 2001. The
 decrease in depreciation and amortization for the quarter was primarily due to the
 conversion of some company tractors to owner-operated tractors subject to lease/purchase
 arrangements. Effective January 1, 2002, the Company discontinued amortization
 of goodwill at its WTI division in accordance with SFAS No. 142 and changed its
 depreciation method of tires on revenue equipment. Because of these changes, the
 Company recognized approximately $78,000 less expense during the quarter ended September
 30, 2002 as compared to the same period in 2001.

Other operating expenses decreased by $275,442
 for the quarter ended September 30, 2002 over the comparative period of 2001. The
 decrease is due to a decrease in uncollectible revenue. During 2001, certain of
 the Companys customers, primarily in the steel industry, filed bankruptcy
 causing an increase in uncollectible revenue. The Boyd division incurred an additional
 $300,000 in bad debt expense during the third quarter of 2001 to
account for the lack of collectibility
 from bankrupt customers.

Income tax expense for the three-month period
 ended September 30, 2002 was $331,252 resulting in an effective tax rate of 40.1%.
 This rate is greater than the Federal statutory rate primarily due to the effect
 of state taxes and the permanent non-deductibility of certain expenses for tax purposes.

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Year-to-date Review:



|                                  |                                                    | Company                         |   | Boyd  |      | WTI 
|--------------------------------- | -------------------------------------------------- | ------------------------------- | - | ----- | ---- | ----
|                                  |                                                    |                                 |   |       |      |     
|                                  |                                                    | Nine Months Ended September 30,
|                                  |                                                    | 2002                            |   | 2001  |      | 2002
|                                  |                                                    |                                 |   |       |      |     
|Operating revenues                | 100.0                                              | %                               |   | 100.0 | %    |     
|Operating expenses                |                                                    |                                 |   |       |      |     
|                                  | Salaries, wages, and employee benefits             | 29.1                            |   |       | 32.0 |     
|                                  | Cost of independent contractors                    | 30.6                            |   |       | 24.0 |     
|                                  | Fuel                                               | 10.7                            |   |       | 12.3 |     
|Operating supplies                | 8.3                                                |                                 |   | 9.7   |      |     
|                                  | Operating taxes and licenses                       | 2.1                             |   |       | 1.7  |     
|                                  | Insurance and claims                               | 5.4                             |   |       | 5.6  |     
|                                  | Communications and utilities                       | 1.0                             |   |       | 1.1  |     
|                                  | Depreciation and amortization                      | 9.0                             |   |       | 9.9  |     
|                                  | Gain on disposition of property and equipment, net | (0.3                            | ) |       | (0.6 | )   
|                                  | Other                                              | 1.2                             |   |       | 1.5  |     
|                                  |                                                    |                                 |   |       |      |     
|Total operating expenses          | 97.1                                               |                                 |   | 97.2  |      |     
|                                  |                                                    |                                 |   |       |      |     
|Operating income                  | 2.9                                                |                                 |   | 2.8   |      |     
|Interest expense, net             | (1.5                                               | )                               |   | (2.2  | )    |     
|Other income                      |                                                   |                                 |   |      |      |     
|                                  |                                                    |                                 |   |       |      |     
|Income (loss) before income taxes | 1.4                                                |                                 |   | 0.6   |      |     
|                                  | Income taxes (benefit)                             | 0.6                             |   |       | 0.3  |     
|                                  |                                                    |                                 |   |       |      |     
|Net income (loss)                 | 0.8                                                | %                               |   | 0.3   | %    |     
|                                  |                                                    |                                 |   |       |      |     



|                           |     | Company                         |  | Boyd |   | WTI 
|-------------------------- | --- | ------------------------------- |  | ---- | - | ----
|                           |     |                                 |  |      |   |     
|                           |     | Nine Months Ended September 30,
|                           |     | 2002                            |  | 2001 |   | 2002
|                           |     |                                 |  |      |   |     
|Company operated tractors  | 579 |                                 |  | 657  |   |     
|Owner-operated tractors    | 368 |                                 |  | 316  |   |     
|                           |     |                                 |  |      |   |     
|Total tractors             | 947 |                                 |  | 973  |   |     
|                           |     |                                 |  |      |   |     
|Company operated tractor % | 61  | %                               |  | 68   | % |     
|Owner-operated tractor %   | 39  | %                               |  | 32   | % |     
|                           |     |                                 |  |      |   |     
|Total %                    | 100 | %                               |  | 100  | % |     
|                           |     |                                 |  |      |   |     

Year-to-date Results of Operations

The Companys total operating revenues increased
 $2,134,551, or 2.3%, to $96,520,586
 for the nine months ended September 30, 2002, compared with $94,386,035 for the
 same period in 2001. These changes are reflective of diversification outside of
 the steel and building materials industries and also reflective of an increase in
 revenue resulting from the Companys brokerage of freight onto outside carriers.

Total operating expenses
increased $1,922,666,
 or 2.1%, to $93,703,150 for the nine months ended September 30, 2002, compared to
 $91,780,484 for the first nine months of 2001. The change in the Companys
 operating expenses reflected primarily lower expenses for salaries, wages and employee
 benefits, fuel, operating supplies, depreciation and amortization, and other expenses
 together with reduced gains on the disposition of property and equipment, net, and
 increases in taxes and licenses. These changes were more than offset primarily by
 higher net cost of independent contractors. Owner-operators are responsible for
 payment of the expenses they incur including fuel, operating

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supplies, and taxes
 and licenses, while the Company incurs these expenses related to Company drivers.
 Consequently, the amount paid per mile (shown as salaries and wages
for Company
 drivers and within cost of independent contractors for owner-operators) for owner-operators
 is greater than that of Company drivers.

As a percentage of revenues, the following
 operating expense accounts decreased for the total Company: salaries, wages and
 employee benefits, fuel, and operating supplies. Expenses related to
Company drivers
 are primarily in these accounts. These accounts changed due to the shift in the
 overall Company fleet. The fleet was 66.0% Company operated for the first nine months
 of 2001, and for the same period in 2002, the fleet was 60.0% Company operated.
 The total Company decrease in these accounts from the nine months ended September
 30, 2001 to 2002 was $4,510,392. The Boyd division accounted for a decrease of
 $4,591,818, and the WTI division accounted for an increase of $81,426. Boyd division
 owner-operator miles for the first nine months of 2002 increased by 31.1% as a percentage
 of total miles hauled by the Boyd division as compared to 2001 figures. The total
 Companys increase in net cost of independent contractors for the nine months
 ended September 30, 2002 was $6,870,817, of which $6,172,667 was attributable to
 the Boyd division. Insurance and claims for the WTI division decreased by 2.3%,
 as a percentage of revenue, for the nine months ended September 30, 2002 over the
 same period of 2001. This decrease was due to a decrease in premiums resulting
 from increases in self-insured amounts. The Boyd division did not realize such
 decreases in insurance and claims due to the accidents described under Factors That May Effect Future
 Results. Fuel for the WTI division increased by 1.2%, as a percentage of
 revenue, for the nine months ended September 30, 2002 over the same period of 2001.
 This increase was due to the collection of fewer fuel surcharges from customers
 during the first two quarters of 2002.

Taxes and licenses increased $366,761, or
 22.7%, to $1,984,758 from $1,617,997 in the first nine months of 2001. As a percentage
 of operating revenues, taxes and licenses increased to 2.1% from 1.7%. The increase
 in taxes and licenses reflected an increase in the new tractor values that are used
 for applying for permits. The Company acquired approximately one hundred twenty-five
 new tractors during the first nine months of 2002.

Depreciation and amortization decreased
 $640,741, or 6.9%, during the first nine months of 2002 to $8,685,443 from $9,326,184
 during the same period of 2001. The decrease in depreciation and amortization was
 primarily associated with the Boyd division, which during the past year has converted
 certain Company tractors to owner-operated tractors subject to lease/purchase arrangements.
 Effective January 1, 2002, the Company discontinued amortization of goodwill at
 its WTI division in accordance with SFAS No.142 and changed its depreciation method
 of tires on revenue equipment. Because of these changes, the Company recognized
 approximately $234,000 less expense during the first nine months of 2002 as compared
 to the same period in 2001.

Gain on disposition of property and equipment,
 net declined $344,480, or 58.2%, to $247,312 in the first nine months of 2002 from
 $591,792 in the first nine months of 2001. As a percentage of operating revenues,
 gain on disposition of property and equipment, net declined to 0.3% from 0.6%.
 The lower gains related primarily to company-owned power units, which were affected
 by lower trade-in activity and depressed trade-in values for used tractors. The
 gains that are generated by entering into lease-purchase agreements with owner-operators
 are included in the net cost of independent contractors. The prior-year amount also
 included a gain of approximately $407,000 on the sale of the Companys airplane
 during the first quarter of 2001.

Interest expense for the first nine months
 of 2002 decreased by $697,907, or 32.8%, to $1,430,114 from $2,128,021 in the first
 nine months of 2001. As a percentage of operating revenues, interest expense declined
 to 1.5% from 2.2%. Most of the Companys revenue equipment financing is associated
 with the Boyd division because of its larger Company-owned fleet, thus most of the
 decline in interest expense for the first nine months of 2002 related to the Boyd
 division and reflected both lower debt levels and a lower interest rate on borrowed
 funds.

Income tax expense for the nine-month period
 ended September 30, 2002 was $583,301 and the effective tax rate was 41.7%. This
 rate is greater than the federal statutory rate because of the effect of state taxes
 and the permanent non-deductibility of certain expenses for tax purposes.

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Liquidity and Capital Resources

The Companys primary cash requirements
 are for capital expenditures and operating expenses, including labor costs, fuel
 costs, and operating supplies. Historically, the Companys primary sources
 of cash have been from operations and bank borrowings.

Accounts receivable  trade and interline
 increased $1,240,961, or 12.3%, to $11,296,855 at September 30, 2002, from $10,055,894
 at December 31, 2001. Accounts receivable represented 14.5% of total assets compared
 with 13.0% of total assets at December 31, 2001. The number of days of revenue
 in accounts receivable at September 30, 2002, was 31.8 compared with 30.9 at December
 31, 2001. The increase in accounts receivable at September 30, 2002 as compared
 to December 31, 2001 is attributable to the increase in sales. Because of the open,
 flatbed nature of its trailers, the Company historically has experienced increased
 shipping volume during the warm weather months as compared to the winter months.
 Net cash flow provided by operating activities was $8,841,105 during the first nine
 months of 2002, compared to $9,477,053 during the same period in 2001.

Accrued
 liabilities increased due to the Company increasing its retention per occurrence
 ($500,000 per claim) for liability claims for the period from July 1, 2001 to July
 1, 2002. Beginning July 1, 2002, the retention per occurrence increased to $750,000.

The Company reserves for bad debts related
 to the sale-leaseback transactions with its owner-operators. Bad debt expense on
 such leases for the nine months ended September 30, 2002 was $5,258,381 compared
 to $1,670,963 for the same period in 2001. This increase of $3,587,418 was due
 primarily to the increase in owner-operator activity during 2002. This increase in owner-operator activity resulted
 in more leaseback sale transactions, which subsequently resulted in increases in bad
 debt expense. Owner-operators
 accounted for 35% of the total fleet for the nine months ended September 30, 2001
 and owner-operators accounted for 39% of the total fleet for the same period of
 2002.

The Companys bank debt relates largely
 to its revenue equipment, although a portion was incurred for the recent construction
 of a new terminal in Birmingham, Alabama. The construction loan was converted to
 a term loan in January 2001. The Companys bank debt bears interest ranging
 from LIBOR plus 1.25% to LIBOR plus 2.75%, all payable
 in monthly installments and with maturities through December 2005 (January 2021
 for the terminal loan). The bank debt is collateralized by revenue equipment and
 the real property related to the Birmingham terminal. The Company also has a line
 of credit totaling $2,500,000, bearing interest at the banks 30-day LIBOR
 rate plus 2.25%. As of September 30, 2002, the Company had no outstanding borrowings
 on this line of credit.

The Company believes that the availability
 of credit under its line of credit, together with internally generated cash, will
 be adequate to finance its operations through fiscal year 2002. The Company anticipates
 it will purchase approximately $1.8 million in both tractors and trailers during
 the last three months of fiscal year 2002. Over the long term, the Company will
 continue to have significant capital needs that may require it to seek additional
 borrowings or equity capital. The availability of debt financing or equity capital
 will depend on prevailing market conditions, the market price of its common stock,
 and other factors over which the Company has no control, as well as the Company
s financial condition and results of operations.

Factors That May Affect Future Results

The Companys future results may be
 affected by a number of factors over which the Company has little or no control.
 Fuel prices, insurance and claims costs, liability claims, interest rates, the availability
 of qualified drivers, fluctuations in the resale value of revenue equipment, economic
 and customer business cycles, and shipping demands are economic factors over which
 the Company has little or no control. Significant increases or rapid fluctuations
 in fuel prices, interest rates, insurance costs or liability claims, to the extent
 not offset by increases in freight rates, and the resale value of revenue equipment
 could result in Company losses. Weakness in the general economy, including a weakness
 in consumer demand for goods and services, could adversely affect customers and
 growth and revenues, if customers reduce their demand for transportation services.
 Weakness in customer demand for the Companys services or in the general rate
 environment also may restrain the Companys ability to increase rates or obtain
 fuel surcharges.

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The following issues and uncertainties,
 among other things, should be considered in evaluating the Companys growth
 outlook:

Business uncertainties

The Company has experienced significant
 growth in revenue since the Company went public in May 1994. There can be no assurance
 that the Companys business will continue to grow in a similar fashion in the
 future or that the Company can effectively adapt its management, administrative,
 and operational systems to respond to any future growth. Further, there can be
 no assurance that the Companys operating margins will not be adversely affected
 by future changes in and expansion of the Companys business or by changes
 in economic conditions.

Inflation

Many of the Companys operating expenses,
 including fuel costs and fuel taxes, are sensitive to the effects of inflation,
 which could result in higher operating costs. During 2000, 2001, and the first
 nine months of 2002, the Company experienced fluctuations in fuel costs as a result
 of conditions in the petroleum industry. The Company also has periodically experienced
 some wage increases for drivers. Increases in fuel costs and driver compensation
 are expected to continue during 2002 and may affect operating income, unless the
 Company is able to pass those increased costs to customers through rate increases
 or fuel surcharges. The Company has initiated an aggressive program to obtain rate
 increases and fuel surcharges from customers in order to cover increased costs due
 to increases in fuel prices, driver compensation, and other expenses and has
 been successful in implementing some fuel surcharges and certain rate increases.
 Competitive conditions in the transportation industry, including lower demand for
 transportation services, could limit the Companys ability to continue to obtain
 rate increases or fuel surcharges.

Insurance

The Companys future insurance and
 claims expenses could exceed historical levels, which could have a material adverse
 effect on earnings. The Company currently self-insures for a portion of the claims
 exposure resulting from cargo loss, personal injury, and property damage, combined
 up to $750,000 per occurrence, effective July 1, 2002. In addition, costs above
 the $750,000 self-insured amount, up to the Companys coverage amount of two
 million dollars, will be shared by the Company at a rate of fifty percent. Costs
 and claims in excess of the Companys coverage amount of two million dollars
 will be borne solely by the Company. Also, effective July 1, 2002, the workers
 compensation self-insurance level increased to a maximum of $500,000, and
 the health insurance self-insurance level is $175,000 per person per year. If the
 number or dollar amount of claims for which the Company is self-insured increases,
 operating results could be adversely affected.

The Company was involved in two accidents
 in the first quarter and two accidents in the third quarter of 2002 that resulted
 in third party fatalities. During the first quarter of 2002, the self-insured amount
 for cargo loss, personal injury, and property damage, combined was $500,000 per
 occurrence, which would be the amount applicable to the two accidents during the
 first quarter. Each of these accidents, taken separately, has the potential to
 cause the Company to reach its total per occurrence retention amount for insurance
 purposes. To date, one claim has been filed against the Company with respect to
 one of these accidents. If the Company is ultimately found to be
liable for one or more of these accidents, the Company believes that its operating cash
 flows and unused line of credit would be sufficient to cover any amounts payable.
 Also, the Company maintains insurance coverage of up to two million dollars with
 licensed insurance companies above the amounts for which the Company is self-insured.
 As discussed above, effective July 1, 2002, the Company shares fifty percent of
 claims amounts within its two million dollars of insurance coverage. The terrorist
 attacks in the United States on September 11, 2001, and subsequent events, have
 resulted in additional increases in the Companys insurance expenses. If these
 expenses continue to increase, and the Company is unable to offset the increase
 with higher freight rates, the Companys earnings could be materially affected.

Revenue equipment

The Companys growth has been made
 possible through the addition of new revenue equipment. Difficulty in financing
 or obtaining new revenue equipment (for example, delivery delays from manufacturers
 or the unavailability of independent contractors) could have an adverse effect on
 the Companys operations and financial condition.

17



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##### Table of Contents



In the past the Company has acquired new
 tractors and trailers at favorable prices and has entered into agreements with the
 manufacturers to repurchase the tractors from the Company at agreed prices. Current
 developments in the secondary tractor and trailer resale market have resulted in
 a large supply of used tractors and trailers on the market. This has depressed the
 market value of used equipment to levels significantly below the prices at which
 the manufacturers have agreed to repurchase the equipment. Accordingly, some manufacturers
 may refuse or be financially unable to keep their commitments to repurchase equipment
 according to their repurchase agreement terms. The Company understands that some
 manufacturers have communicated to customers their intention to significantly increase
 new equipment prices and eliminate or sharply reduce the price of repurchase commitments.

Fuel Price Trend

The motor carrier industry depends upon
 the availability of diesel fuel. Fuel shortages or increases in fuel taxes or fuel
 costs have adversely affected, and may in the future adversely affect, the financial
 condition and results of operations of the Company. Fuel prices have fluctuated
 greatly, and fuel taxes have generally increased in recent years. The Company has
 not experienced difficulty in maintaining necessary fuel supplies, and in the past,
 the Company generally has been able to partially offset significant increases in
 fuel costs and fuel taxes through increased freight rates and through a fuel surcharge
 which increases incrementally as the price of fuel increases. However, there can
 be no assurance that the Company will be able to recover any future increases in
 fuel costs and fuel taxes through increased rates. If fuel prices continue to increase
 or are sustained at these higher levels for a continuing period of time, the higher
 fuel costs may have a materially adverse effect on the financial condition and business
 operations of the Company. Additionally, the increased fuel costs may continue
 to have a materially adverse effect on the Companys efforts to attract and
 retain owner-operators, expand its pool of available trucks, and diversify its operations.

Forward-looking Statements

With the exception of historical information, the matters discussed and
statements made in this report constitute forward-looking statements and are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Specifically, this report contains
forward-looking statements regarding the Companys marketing efforts and
initiative to broaden its customer base; the Companys emphasis on safety
and efforts to reduce insurance claims and costs; the Companys belief that
the availability of credit under its line of credit, together with
internally generated cash, will be adequate to finance its operations
through fiscal year 2002 and will also be adequate to cover any liability
with respect to the accidents that have occurred during 2002; expectations
regarding the freight business and the economy; and results in future
quarters and for the year. Whenever possible, the Company has identified
these forward-looking statements (as defined in Section 21E of the
Securities Exchange Act of 1934) by words such as anticipates, may,
believes, estimates, projects, expects, intends, and words of
similar import. Forward-looking statements contained in this report involve
certain assumptions, risks and uncertainties that could cause actual results
to differ materially from those included in or contemplated by the
statements. In particular, there can be no assurance that the Companys
marketing efforts and initiatives to broaden its customer base will be
successful; that the Companys emphasis on safety and efforts to reduce
insurance claims and costs will be successful; that business conditions and
the economy will improve, including the transportation and construction
sectors in particular; that costs associated with increased insurance and
claims costs, and liability claims for which the Company is self-insured
will not have a material adverse affect on the Company; that the Company
will be able to recruit and retain qualified drivers; that the Company will
be able to control internal costs, particularly rising fuel costs that may
or may not be passed on to the Companys customers; that departures and
defaults by owner-operators will not have a material adverse affect on the
Company; or that the cost of complying with governmental regulations that
are applicable to the Company will not have a material adverse affect on the
Company. These assumptions, risks and uncertainties include, but are not
limited to, those discussed or indicated in all documents filed by the
Company with the Securities and Exchange Commission, including the Companys
Annual Report on Form 10-K for the year ended December 31, 2001. The
Company expressly disclaims any obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise.

18



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##### Table of Contents






Item 3. Quantitative and Qualitative
 Disclosures about Market Risk

The Company is exposed to interest rate
 risk due to its long-term debt, which at September 30, 2002, bore interest rates
 ranging from 1.25% to 2.75% above the banks LIBOR rate. Under the provisions
 of Statement of Financial Accounting Standards No. 107, Disclosures about Fair
 Value of Financial Instruments, the Company has estimated the fair value of its
 long-term debt approximates its carrying value, using a discounted cash flow analysis
 based on borrowing rates available to the Company. The effect of a hypothetical
 10% increase in interest rates would increase the estimated fair value of the Company
s long-term debt by approximately $207,000. Management believes that current
 working capital funds are sufficient to offset any adverse effects caused by changes
 in the interest rates.




Item 4. Disclosure Controls and Procedures



|(a) | Evaluation
 of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial
 Officer have evaluated the effectiveness of our disclosure controls and procedures
 (as such term is defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange
 Act of 1934, as amended (the Exchange Act) as of a date within ninety
 days prior to the filing date of this quarterly report (the Evaluation Date
). Based on such evaluation, such officers have concluded that, as of the
 Evaluation Date, our disclosure controls and procedures are effective in alerting
 them on a timely basis to material information relating to our Company (including
 our consolidated subsidiaries) required to be include in our reports filed or submitted
 under the Exchange Act.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(b) | Changes in
 Internal Controls. Since the Evaluation Date, there have not been any significant
 changes in our internal controls or in other factors that could significantly affect
 such controls.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

19



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##### Table of Contents






PART II. OTHER INFORMATION




Item 1. Legal Proceedings

The Company
 was involved in two accidents during the first quarter and two accidents during
 the third quarter of 2002 that resulted in third party fatalities. Each of these
 accidents, taken separately, has the potential to cause the Company to reach its
 total per occurrence retention amount for insurance purposes. To date, one claim
 has been filed against the Company with respect to one of these accidents. If the
 Company is ultimately found to be liable for one or more of these accidents,
 the Company believes that its operating cash flows and unused line of credit would
 be sufficient to cover any amounts payable.




Item 2. Changes in Securities
 and Use of Proceeds.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.




Item 3. Defaults Upon Senior Securities.

None.




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

No matters
 were submitted to a vote of our security holders during the three months ended September
 30, 2002.




Item 5. Other Information.

None.




Item 6. Exhibits and Reports on Form
 8-K

(a) Exhibits, Financial Statements and Schedules

10.1 Commercial loan and security agreement
 dated July 1, 2002 by and between the Company and Navistar Financial Corporation




99.1      Chief Executive Officer Certification
 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




99.2      Chief Financial Officer Certification
 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


(b) Reports on Form 8-K

Form 8-K dated September 23, 2002, relating
 to Waiver and Consent Agreement.

20



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##### Table of Contents






SIGNATURES

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



|                         | Boyd Bros.
 Transportation Inc.            
|------------------------ | -------------------------------------------
|                         | (Registrant)                               
|                         |                                            
|Date:
 November 13, 2002 | /s/ Richard C. Bailey                      
|                         | Richard
 C. Bailey, Chief Financial Officer
|                         | (Principal
 Accounting Officer)            

21



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##### Table of Contents



CERTIFICATIONS

I, Gail B. Cooper, certify that:



|1. | I have reviewed
 this quarterly report on Form 10-Q of Boyd Bros. Transportation Inc.;                                                                                                                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                   
|2. | Based on my
 knowledge, this quarterly report does not contain any untrue statement of a material
 fact or omit to state a material fact necessary to make the statements made, in
 light of the circumstances under which such statements were made, not misleading
 with respect to the period covered by this quarterly report;
|   |                                                                                                                                                                                                                                                                                                                                   
|3. | Based on my
 knowledge, the financial statements, and other financial information included in
 this quarterly report, fairly present in all material respects the financial condition,
 results of operations and cash flows of the registrant as of, and for, the periods
 presented in this quarterly report;                   
|   |                                                                                                                                                                                                                                                                                                                                   
|4. | The registrants other certifying officers and I are responsible for establishing and maintaining
 disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and
 15d-14) for the registrant and we have:                                                                                                       



| | a)    
   Designed such
 disclosure controls and procedures to ensure that material information relating
 to the registrant, including its consolidated subsidiaries, is made known to us
 by others within those entities, particularly during the period in which this quarterly
 report is being prepared;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                              
| | b)    
   Evaluated
 the effectiveness of the registrants disclosure controls and procedures as
 of a date within 90 days prior to the filing date of this quarterly report (the
 Evaluation Date); and                                                                                                   
| |                                                                                                                                                                                                                                                                                                              
| | c)    
   Presented
 in this quarterly report our conclusions about the effectiveness of the disclosure
 controls and procedures based on our evaluation as of the Evaluation Date;                                                                                                                          



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



| | a)    
   All significant
 deficiencies in the design or operation of internal controls which could adversely
 affect the registrants ability to record, process, summarize and report financial
 data and have identified for the registrants auditors any material weaknesses
 in internal controls; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                             
| | b)    
   Any fraud,
 whether or not material, that involves management or other employees who have a
 significant role in the registrants internal controls; and                                                                                                                                          



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



|Date:
November 13, 2002 | /s/
Gail B. Cooper                    
|----------------------- | --------------------------------------
|                        | Gail B. Cooper                        
|                        | President
 and Chief Executive Officer

22



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##### Table of Contents



CERTIFICATIONS

I, Richard C. Bailey, certify that:



|1. | I have reviewed
 this quarterly report on Form 10-Q of Boyd Bros. Transportation Inc.;                                                                                                                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                   
|2. | Based on my
 knowledge, this quarterly report does not contain any untrue statement of a material
 fact or omit to state a material fact necessary to make the statements made, in
 light of the circumstances under which such statements were made, not misleading
 with respect to the period covered by this quarterly report;
|   |                                                                                                                                                                                                                                                                                                                                   
|3. | Based on my
 knowledge, the financial statements, and other financial information included in
 this quarterly report, fairly present in all material respects the financial condition,
 results of operations and cash flows of the registrant as of, and for, the periods
 presented in this quarterly report;                   
|   |                                                                                                                                                                                                                                                                                                                                   
|4. | The registrants other certifying officers and I are responsible for establishing and maintaining
 disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and
 15d-14) for the registrant and we have:                                                                                                       



|a. | Designed such
 disclosure controls and procedures to ensure that material information relating
 to the registrant, including its consolidated subsidiaries, is made known to us
 by others within those entities, particularly during the period in which this quarterly
 report is being prepared;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                    
|b. | Evaluated
 the effectiveness of the registrants disclosure controls and procedures as
 of a date within 90 days prior to the filing date of this quarterly report (the
 Evaluation Date); and                                                                                                   
|   |                                                                                                                                                                                                                                                                                                    
|c. | Presented
 in this quarterly report our conclusions about the effectiveness of the disclosure
 controls and procedures based on our evaluation as of the Evaluation Date;                                                                                                                          



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



|a. | All significant
 deficiencies in the design or operation of internal controls which could adversely
 affect the registrants ability to record, process, summarize and report financial
 data and have identified for the registrants auditors any material weaknesses
 in internal controls; and
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                   
|b. | Any fraud,
 whether or not material, that involves management or other employees who have a
 significant role in the registrants internal controls; and                                                                                                                                          



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



|Date:
November 13, 2002 | /s/
Richard C. Bailey   
|----------------------- | ------------------------
|                        | Richard C.
 Bailey      
|                        | Chief Financial
 Officer

23