Class A common stock has no conversion rights.  A holder of Class B common stock may convert its Class B common stock into Class A common stock at any time at the ratio of one share of Class A common stock for each share of Class B common stock.  Class B common stock immediately and automatically converts into an equal number of shares of Class A common stock if any person other than David R. Parker, Jacqueline F. Parker, or certain members of their family (or trusts for the benefit of any of them or entities wholly owned by any of them), obtains beneficial ownership of such shares.

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General

     We are one of the ten largest truckload carriers in the United States measured by revenue. We focus on longer lengths of haul in targeted markets to enhance our asset utilization, improve our operating efficiency, and deliver the equipment availability demanded by major shippers. Within our targeted markets, we use the industry’s largest fleet of tractors operated by two-person driver teams to offer time-definite and expedited long-haul service, including the ground delivery of air freight. We also offer rapidly growing dedicated services that operate for the benefit of a single customer or on a defined route, and we participate in the design, development, and execution of supply chain solutions for our customers. By providing 99% on-time service in each of the past eight years, we have become a major carrier for customers that require premium service, such as manufacturers, retailers, and other transportation companies.

    Between 1991 and 1999, we grew our revenue before fuel and other surcharges from $41.2 million to $472.7 million, a compounded annual growth rate of 36%, through internal growth and acquisitions. Over the same period, we grew net income from $823,000, or $.08 per diluted share, to $22.3 million, or $1.48 per diluted share, a compounded annual earnings per share growth rate of 44%. We believe this rapid growth was strategically important, as we gained the size and equipment capacity to cover additional traffic lanes and geographic areas for customers, participate in competitive bids to transport freight for major shippers and develop a substantial dedicated service business.

    Beginning in 2000, the combination of softening freight demand and our rapid expansion affected our profitability, as we were unable to obtain the freight rates and levels of asset utilization we expected. At the same time, rising insurance premiums and depressed used truck prices increased our operating costs. As a result, our annual freight revenue declined slightly, from $552.4 million in 2000 to $541.4 million in 2002. Our net income declined to $11.9 million in 2000, and we experienced a net loss of $6.7 million in 2001, including a $15.4 million pre-tax impairment charge relating to the reduced market value of our used tractors.

    Although setbacks in 2000 led to slowed revenue growth in 2001, we adopted several initiatives in 2001 that were designed to improve our profitability and particularly, our average revenue per tractor, our chief measure of asset utilization. The most significant of these initiatives were constraining the size of our tractor and trailer fleets until profit margins justify expansion, increasing freight volumes within our existing traffic lanes, replacing lower yielding freight, implementing selective rate increases, and reinforcing our cost control efforts. We believe that a combination of these initiatives and an improved freight environment contributed to substantial improvement in our operating performance between 2001 and 2002.

    During the second quarter of 2003 we began implementing another initiative to improve our profitability. We are undertaking an intense evaluation of the freight in what we call “in-between” movements. In-between movements generally have lengths of haul between 510 and 800 miles. They are longer than one-day regional moves but not long enough for expedited team service or two full days with a single driver. In many instances, the revenue we have generated from in-between movements has been insufficient to generate the profitability we desire based on the amount of time the tractor and driver are committed to the load. Accordingly, we are examining each in-between movement and are negotiating with customers to raise rates, obtain more favorable loads, or cease hauling the in-between loads. During our most recent quarter, these in-between movements represented approximately one quarter of our total loads, and we believe they have been significantly less profitable than our longer lengths of haul. Based on the initial results of these efforts, we believe that we have significant opportunities to improve our profitability as we continue to focus on our in-between movements.

Business Strategy

     The key elements of our business strategy are:

	•	Offer premium service. We offer just-in-time, transcontinental express, and other premium services to shippers with exacting transportation requirements. Our service standards include transporting loads coast-to-coast in 72 hours, meeting schedules with delivery windows as narrow as 15 minutes, and delivering 99% of all loads on-time which we have accomplished in each of the last eight years. We target such premium service freight to obtain higher rates, build long-term, service-based customer relationships, and avoid competition from railroad, intermodal, and trucking companies that compete primarily on the basis of price.

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	•	Operate in targeted markets. We operate in targeted markets where our service can provide a competitive advantage. Our primary market historically has been expedited long-haul freight transportation predominantly using two-person driver teams. Our industry-leading 1,200 driver teams can provide significantly faster, more predictable service than railroad, intermodal, or single-driver service over long lengths of haul at a fraction of the cost of air freight. In addition, we offer dedicated fleets, which operate for the benefit of a single customer or on a defined route. This part of our business has grown as we have expanded our participation in the design, development, and execution of supply chain solutions for customers. We also offer medium-to-long-haul temperature-controlled service. We believe that our ability to offer service over shorter and longer lengths of haul and our large capacity of driver teams differentiate us from competitors.

	•	Focus on asset productivity. Our primary productivity measure is revenue per tractor. Within revenue per tractor, we examine freight rates, non-revenue miles, and miles per tractor. We are in the process of analyzing all of our customers and freight movements, particularly those involving shipments of approximately 510 to 800 miles, to enhance the revenue production of our tractors. We also attempt to concentrate our equipment in defined operating lanes or regions to create more predictable movements, reduce empty miles, and shorten turn times between loads.
	•	Seek partnerships with other transportation companies. A significant portion of our business focuses on providing services to other transportation companies that require a high level of service to support their operations. In 2002 and the nine months ended September 30, 2003, transportation providers, such as logistics companies, freight forwarders, less-than-truckload companies, and deferred air freight providers, comprised approximately 35% of our revenue. We seek to grow by continuing to serve as a partner, rather than a competitor, to other transportation providers.
	•	Use technology to enhance operating efficiency. We have made significant investments in technologies that reduce costs, afford a competitive advantage with service-sensitive customers, and promote economies of scale. Examples of these technologies are freight optimization software that allows us to more accurately analyze the profitability of each customer, route, and load, satellite-based tracking and communication systems, document imaging, fuel routing software, and electronic access to customer load information and electronic transmission of shipping instructions.

Customers and Operations

We operate throughout the United States and in parts of Canada and Mexico, with substantially all of our revenue generated from within the United States. All of our assets are domiciled in the United States, and for the past five years less than one percent of our revenue has been generated in Canada and Mexico. The largest part of our business is expedited dry-van truckload service with a medium-to-long average length of haul that we provide by using single drivers and two-person driver teams. In addition, our dedicated fleets, which serve a defined customer or route, comprised 15% of our 2002 revenue and 16% of our revenue in the nine months ended September 30, 2003. We also operate an expedited medium-to-long-haul temperature-controlled business, and this portion of our business comprised 15% of our 2002 revenue and 15% of our revenue in the nine months ended September 30, 2003. Part of this business is operated by our subsidiary, Southern Refrigerated Transport, Inc., under its own tradename.

    Our primary customers include manufacturers and retailers, as well as other transportation companies such as less-than-truckload carriers, air freight companies, third-party freight consolidators, and freight forwarders. In 2002, our five largest customers were Con-Way Transportation, Eagle Global Logistics, Emery Air Freight, Shaw Industries, and Target Corporation.   In the aggregate, subsidiariesevent of CNF, Inc. accounted for approximately 11%liquidation, dissolution, or winding up, holders of our revenue in 2002, and in the nine months ended September 30, 2003.

    We approach our operations as an integrated effort involving marketing, customer service, and fleet management functions. Our customer service and marketing personnel emphasize both new account development and expanded service for current customers. Customer service representatives provide day-to-day contact with customers, while the sales force targets driver-friendly freight that will increase lane density. Fleet managers at each operations center plan load coverage according to customer requirements and relay pick-up, delivery, routing, and

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    We use proven technology, including freight optimization software that permits us to perform sophisticated analyses of profitability and other factors on each customer, route, and load. We equip our tractors with a satellite-based tracking and communications system that permits direct communication between drivers and fleet managers. We believe that this system enhances our operating efficiency and improves customer service and fleet management. This system also updates the tractor’s position every 30 minutes, which allows us and our customers to locate freight and accurately estimate pick-up and delivery times. We also use the system to monitor engine idling time, speed, performance, and other factors that affect operating efficiency.

    As an additional service to customers, we offer electronic data interchange and Internet-based communication for customer usage in tendering loads and accessing information such as cargo position, delivery times, and billing information. These services allow us to communicate electronically with our customers, permitting real-time information flow, reductions or eliminations in paperwork, and the employment of fewer clerical personnel. Since 1997, we have used a document imaging system to reduce paperwork and enhance access to important information.

    Our operations generally follow the seasonal norm for the trucking industry. Equipment utilization is usually at its highest from May to August, maintains high levels through October, and generally decreases during the winter holiday season and as inclement weather impedes operations.

Revenue Equipment

     We believe that operating high quality, late-model equipment contributes to operating efficiency, helps us recruit and retain drivers, and is an important part of providing excellent service to customers. Our historical policy has been to operate our tractors while under warranty to minimize repair and maintenance cost and reduce service interruptions caused by breakdowns. We also order most of our equipment with uniform specifications to reduce our parts inventory and facilitate maintenance. At September 30, 2003, our 3,586 tractors had an average age of 24.5 months and our 8,165 trailers had an average age of 49.3 months. Approximately 82% of these trailers were dry vans and the remainder were temperature-controlled vans.

    Our 2003 and 2004 model year Freightliner tractors are covered by tradeback agreements that guarantee us a defined trade-in value if we purchase a replacement tractor from Freightliner. We also have placed orders for approximately 500 model year 2004 Volvo tractors, which we expect to finance under operating leases. The combination of an increased price for the new tractors and a decreased trade-in value for used tractors is increasing our cost of equipment for future periods.

    We are in the process of changing our tractor trade cycle back to a period of approximately three years. We are making this change based on maintenance costs, capital requirements, prices of new and used tractors, and other factors. As a result, our capital expenditures and financing costs are expected to increase, and our maintenance costs are expected to decrease.

Insurance and Claims

     We have increased the self-insured retention portion of our insurance coverage for most claims significantly over the past several years. During the first quarter of 2003, we renewed our casualty program and increased our self insured retention level. Under our current casualty program, we generally are self-insured for personal injury and property damage claims for amounts up to $2.0 million per occurrence for the first $5.0 million of exposure. However, our insurance policy also provides for an additional $2.0 million self-insured aggregate amount, with a limit of $1.0 million per occurrence until the $2.0 million aggregate threshold is reached. For example, if we were to experience during the policy year three separate personal injury and property damage claims each resulting in exposure of $4.0 million, we would be self-insured for $3.0 million with respect to each of the first two claims, and for $2.0 million with respect to the third claim and any subsequent claims during the policy year. In addition to amounts for which we are self-insured in the primary $5.0 million layer, we self-insure for the first $2.0 million in the layer from $5.0 million to $20.0 million, which is our excess coverage limit. We are also self-insured for cargo loss and damage claims for amounts up to $1.0 million per occurrence. We maintain a workers’

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	*	Represents period for which no proof of insurance was available from agent and coverage was determined to be invalid. We expensed the premiums paid in 2002 and are pursuing legal remedies against the insurance agency and its errors and omissions policy, but we can make no assurance of recovery.

**	Does not include $1.0 million self insured retention for cargo. Subject to additional $2.0 million self-insured aggregate amount, which results in total self-insured retention of up to $3.0 million per occurrence in the primary $5.0 million layer until the $2.0 million aggregate threshold is reached.

Industry

     According to the American Trucking Associations (ATA), the trucking industry was estimated at $585 billion in revenue in 2002 and accounted for approximately 87% of domestic spending on freight transportation. The industry is projected to grow in line with the overall U.S. economy. The trucking industry includes both private fleets and “for-hire” carriers. We operate primarily in the highly fragmented for-hire truckload segment of this market, which the ATA estimates generated revenues of approximately $250 billion in 2002. We also compete in the private fleet market, which consists of trucks owned and operated by shippers that move their own goods and accounted for an estimated $277 billion in revenue in 2002. We believe the private fleet market offers us significant opportunities for expansion, particularly through our dedicated business, because shippers increasingly are focused on operating within and conserving capital for, their core competencies, which often do not include freight transportation.

    The United States trucking industry is highly competitive and includes thousands of for-hire motor carriers, none of which dominates the market. Service and price are the principal means of competition in the trucking industry. Measured by annual revenue, the ten largest dry van truckload carriers accounted for approximately $12 billion, or approximately five percent, of annual for-hire truckload revenue in 2002. We compete to some extent with railroads and rail-truck intermodal service but differentiate ourselves from railroad and rail-truck intermodal carriers on the basis of service. Railroad and rail-truck intermodal movements are subject to delays and disruptions arising from rail yard congestion, which reduces the effectiveness of such service to customers with time-definite pick-up and delivery schedules.

    We believe that the cost and complexity of operating trucking fleets are increasing and that economic and competitive pressures are likely to force many smaller competitors and private fleets to consolidate or exit the industry. As a result, we believe that larger, better capitalized companies, like us, will have greater opportunities to increase profit margins and gain market share. In the market for dedicated services, we believe that truckload carriers, like us, have a competitive advantage over truck lessors, who are the other major participants in the market, because we can offer lower prices by utilizing back-haul freight within our network that traditional lessors do not have.

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MANAGEMENT

Our senior management team and directors are set forth in the table below.

David R. Parkerhas served as President since our founding in 1985 and as Chairman of the Board and Chief Executive Officer since 1994. Mr. Parker was elected to the Board of Directors of the Truckload Carriers’ Association in 1994.

Michael W. Millerhas served as our Executive Vice President and Chief Operating Officer since 1997. He previously served as our Vice President of Operations from 1993 to 1997 and in various other positions from 1987 to 1993. Mr. Miller has over 25 years of experience in the transportation industry.

Joey B. Hoganhas served as our Chief Financial Officer since 1997. Mr. Hogan has been an Executive Vice President since May 2003 and was a Senior Vice President from December 2001 to May 2003. From joining us in August 1997 through December 2001, Mr. Hogan also served as our Treasurer. In 1996 and 1997, Mr. Hogan served as Chief Financial Officer of The McKenzie Companies in Cleveland, Tennessee, a group of privately owned companies. From 1986 to 1996, Mr. Hogan served in various capacities, including three years as Director of Finance with Chattem, Inc., a publicly held company, headquartered in Chattanooga, Tennessee, involved in the manufacturing and marketing of over-the-counter pharmaceuticals and toiletries products.

L.D. “Micky” Miller, IIIhas served as our Executive Vice President — Sales and Marketing since December 2, 2002. Mr. Miller has 28 years of sales and operations experience in the trucking industry. From January 2000 to November 2002, Mr. Miller owned and operated two privately owned trucking companies, one of which was a truckload carrier and the other of which was a less-than-truckload carrier. From 1994 to 1997, Mr. Miller served as a chief executive officer of the CSI/Crown, Inc. division of U.S. Xpress Enterprises, Inc. In March 2003, Ida-Tran Freight Systems, of which Mr. Miller was an executive officer and the sole stockholder, voluntarily filed a bankruptcy petition in the United States District Court for the District of Idaho. On October 3, 2003, a petition was filed against Mr. Miller in the United States Bankruptcy Court for the Northern District of Georgia.

R.H. Lovin, Jr.has served in several senior management positions since joining us in 1986. Mr. Lovin has been our Senior Vice President — Administration since February 2003 and Corporate Secretary since August 1995. Mr. Lovin previously served as our Chief Financial Officer from 1986 to 1994, as Vice President of Administration from May 1994 to May 2003, and as director from May 1994 to May 2003.

William T. Althas engaged in the private practice of law since 1962 and has served as outside counsel to the Company since 1986.

Robert E. Bosworthhas served as a director since 1998. Since February 2001, Mr. Bosworth has been the Vice President of Corporate Finance for the Livingston Company, a merchant bank located in Chattanooga. From February 1998 until February 2001, Mr. Bosworth was a business and management consultant to various

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Hugh O. Maclellan, Jr.is President of the Maclellan Foundation, Inc. and serves on the Boards of UnumProvident Corporation and SunTrust Bank, Chattanooga, N.A.

Mark A. Scudderhas been an attorney for more than ten years with Scudder Law Firm, P.C., L.L.O., Lincoln, Nebraska, our outside corporate and securities counsel. Mr. Scudder also is a director of Knight Transportation, Inc., a publicly traded truckload carrier, and Genesee & Wyoming Inc., a publicly traded railroad.

Bradley A. Molinehas been the President of Imperial Super Foods, a grocery store in Imperial, Nebraska, since February 2002. In October 2002, Mr. Moline formed Allo Communications, LLC, a competitive local telephone company, and serves as its President and Chief Executive Officer. Mr. Moline was the President of Forte Technologies, a contract manufacturer of high precision parts, from February 2001 until February 2002. From 1997 to May 2001, Mr. Moline was the Senior Vice President of Finance and Chief Financial Officer of Birch Telecom, Inc., an integrated communications provider. Mr. Moline resigned from his position at Birch Telecom, Inc. to take the position with Forte Technologies more than sixteen months prior to Birch Telecom, Inc.’s filing of a petition under the federal bankruptcy laws in September 2002. From 1994 to 1997, Mr. Moline was our Treasurer and Chief Financial Officer.

Niel B. Nielsonhas been President of Covenant College since 2002. From 1997 until 2002, Mr. Nielson was the Associate Pastor of Outreach for College Church in Wheaton, Illinois. Mr. Nielson was a partner and trader for Ritchie Capital Markets Group, LLC from 1996 to 1997. Prior to 1996, Mr. Nielson served as an executive officer in various companies, including serving for two years as Senior Vice President of Chicago Research and Trading Group, Ltd., a company at which he was employed for nine years. Mr. Nielson is also a director of First Defined Portfolio Fund LLC, an open-end management investment company under the Investment Company Act of 1940.

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PRINCIPAL AND SELLING STOCKHOLDERS

    The following table shows, as of September 30, 2003, the number of shares and percentage of our outstanding Class A and Class B common stock beneficially owned by:

	•	each of our executive officers and directors;
	•	all of our executive officers and directors as a group;
	•	each stockholder known by us to beneficially own more than 5% of our outstanding common stock; and
	•	the selling stockholders.

The percentages shown are basedshare with each other on 14,594,331 sharesa ratable basis as a single class in our assets, if any, available for distribution after payment of common stock outstanding at September 30, 2003,all creditors and the saleliquidation preferences on any outstanding shares on preferred stock, if any such stock is issued.

    David R. and Jacqueline F. Parkerterms described here, then the terms described here will be deemed to have granted an optionbeen superseded by that prospectus supplement.

The following table summarizes the underwriting discounts to be paid by the selling stockholders to the underwriters and the estimated expenses payable by us for each share of stock and in total. This information is presented assuming either no exercise or full exercise of the underwriters’ option to purchase additional shares of stock.

    We have been advised that the underwriters propose to offer the shares of our Class A common stock to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of           per share. The underwriters may allow, and such dealers may re-allow, a concession not in excess of           per share to certain other dealers. The offering of the shares is made for delivery when, as, and if accepted by the underwriters and subject to prior sale and to withdrawal, cancellation, or modification of this offering without notice. The underwriters reserve the right to reject any order for the purchase of shares, in whole or in part.

    We, along with our directors, executive officers, and the selling stockholders have agreed under the underwriting agreement or lock-up agreements not to, directly or indirectly, offer, sell, or otherwise dispose of any shares of Class A common stock or shares of preferred stock or offered by any securities whichprospectus supplement and may be converted intoattached to or exchanged for shares of Class A common stock without the prior written consent of Bear, Stearns & Co. Inc. on behalf of the underwriters for a period of 90 daysseparate from the date of this prospectus, except for: charitable donations of up to 100,000 shares by the Parkers to the extent the donees agree not to dispose of the shares until 90 days after the date of this prospectus; issuances of Class A common stock by us pursuant to the exercise of stock options outstanding on the date hereof; the sale by each of two of our executive officers of up to 25,000 shares he may acquire upon the exercise of outstanding stock options that expire in 2004; and the sale by each of our four executive officers other than David R. Parker of up to 5,000 shares he may acquire upon the exercise of outstanding stock options.

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    We and the selling stockholders have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments which the underwriters may be required to make in respect thereof.

    The underwriters may engage in over-allotment, stabilizing transactions, syndicate covering transactions, and penalty bids or purchases for the purpose of pegging, fixing, or maintaining the price of the Class A common stock, in accordance with Regulation M under the Exchange Act:

	•	Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which create a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-alloted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any short position by either exercising their over-allotment option and/or purchasing shares in the open market.
	•	Stabilizing transactions consist of bids to purchase the underlying security in the open market which are subject to a specified maximum.
	•	Syndicate covering transactions involve purchases of Class A common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.
	•	Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

    These stabilizing transactions, syndicate covering transactions, and penalty bids may have the effect of raising or maintaining the market price of the Class A common stock or preventingpreferred stock.  Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent, or retarding a declineany other bank or trust company specified in the market pricerelated prospectus supplement relating to the particular issue of warrants.  The warrant agent will act as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any holders of warrants or beneficial owners of warrants.  The specific terms of a series of warrants will be described in the applicable prospectus supplement relating to that series of warrants along with any general provisions applicable to that series of warrants.

    In connection with this offering, the underwriters and selling group members may engage in passive market making transactions in the common stock on the Nasdaq National Market in accordance with Rule 103 of Regulation M under the Exchange Act during the period before the commencement of offers or sales of common stock and extending through the completion of the distribution. A passive market maker must display its bids at a price not in excess of the highest independent bid of the security. However, if all independent bids are lowered below the passive market makers’ bid that bid must be lowered when specified purchase limits are exceeded.

    The underwriters may, from time to time, engage in transactions with, and perform services for, us in the ordinary course of their business.

    A prospectus in electronic format may be made available on Internet sites or through other online services maintained by one or more of the underwriters and/or selling group members participating in this offering, or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the particular underwriter or selling group member, prospective investors may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributionsapplicable warrant agreement, which will be made by the representatives on the same basisfiled as other allocations.

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Other than the prospectus in electronic format, information contained in any other web site maintained by an underwriter or selling group member is not part of this prospectus orexhibit to the registration statement of which this prospectus forms a part, has not been endorsedpart.

    Our Class A common stockwww.sec.gov, which contains reports, proxy and information statements, and other information regarding issuers that file electronically and our website at www.ctgcompanies.com.  The information contained on our website is listed on the Nasdaq National Marketnot incorporated by reference and similar information canshould not be inspected and copied at the offices of the National Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.

    We have filed a registration statement under the Securities Act with the Commission with respect to the Class A common stock offered by this prospectus. This prospectus is aconsidered part of the registration statement. However, it does not contain all of the information contained in the registration statement and its exhibits. You should refer to the registration statement and its exhibits for further information about us and the Class A common stock offered by this prospectus.

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prospectus relates have been sold or the offering is otherwise terminated.  The documents we incorporate by reference are:

information that we have incorporated by reference into this prospectus but not delivered with the prospectus.  You may request free copiesa copy of these filings, incorporated herein by referenceat no cost, by writing us at the following address or telephoning us at (423) 821-1212 between the following address:

	Covenant Transport, Inc.
	Attn: Joey B. Hogan, Executive Vice President
	and Chief Financial Officer
	400 Birmingham Highway
	Chattanooga, Tennessee 37419
	(423) 821-1212

LEGAL MATTERS

The validityhours of the shares offered hereby will be passed upon for us by Scudder Law Firm, P.C.9:00 a.m. and 5:00 p.m., L.L.O.Eastern Time: Richard B. Cribbs, Executive Vice President and Chief Financial Officer, Covenant Transportation Group, Inc., Lincoln, Nebraska. Mark Scudder, a principal of Scudder Law Firm, is a member of our board of directors. 400 Birmingham Highway, Chattanooga, Tennessee 37419.

EXPERTS

    Our consolidated financial statements as of December 31, 2001, and 2002, and for the years then ended have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent auditors, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2002, financial statements refers to the adoption, effective January 1, 2002, of Statement of Financial Accounting Standards No. 142, “Accounting for Goodwill and Other Intangible Assets.”

    Our consolidated financial statements as of December 31, 2000, and for the year then ended have been incorporated by referencegive any information or represent anything not contained in this prospectus.  You must not rely on any unauthorized information.  This prospectus does not offer to sell or buy any securities in reliance upon the report of PricewaterhouseCoopers LLP, independent auditors, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. In 2001, we changed independent auditors. No disagreement with PricewaterhouseCoopers LLP contributed to the decision to change auditors.

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any jurisdiction where it is unlawful.