SIMON TRANSPORTATION SERVICES INC
11-K, 1998-06-30
TRUCKING (NO LOCAL)
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM 11-K

                 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                    FOR THE PLAN YEAR ENDED DECEMBER 31, 1997


                                    0-27208
                            (Commission File Number)



            DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST
                               (Title of the Plan)



                         SIMON TRANSPORTATION SERVICES INC.
         (Name of Issuer of the Securities Held Pursuant to the Plan)


                 5175 West 2100 West, Salt Lake City, Utah 84120
                     (Address of Principal Executive Office)



<PAGE>




                                    DICK SIMON TRUCKING, INC.
                                    PROFIT SHARING PLAN AND TRUST

                                    FINANCIAL STATEMENTS AS OF
                                    DECEMBER 31, 1997 AND 1996
                                    TOGETHER WITH REPORT OF
                                    INDEPENDENT PUBLIC ACCOUNTANTS









<PAGE>





                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Administrator and Participants of the
   Dick Simon Trucking, Inc. Profit Sharing Plan and Trust:

We have audited the accompanying statements of net assets available for benefits
of the Dick Simon  Trucking,  Inc. Profit Sharing Plan and Trust (the "Plan") as
of December  31,  1997 and 1996,  and the  related  statement  of changes in net
assets  available  for  benefits for the year ended  December  31,  1997.  These
financial  statements and the schedules referred to below are the responsibility
of the Plan's  management.  Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the net assets available for benefits of the Dick Simon
Trucking,  Inc.  Profit Sharing Plan and Trust as of December 31, 1997 and 1996,
and the  changes in its net assets  available  for  benefits  for the year ended
December 31, 1997 in conformity with generally accepted accounting principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment  purposes and reportable  transactions are presented for purposes
of  additional  analysis  and are not a  required  part of the  basic  financial
statements  but are  supplementary  information  required by the  Department  of
Labor's Rules and  Regulations  for Reporting and Disclosure  under the Employee
Retirement Income Security Act of 1974. The fund information in the statement of
changes in net assets  available  for  benefits  is  presented  for  purposes of
additional analysis rather than to present the net assets available for benefits
and changes in net assets  available for benefits of each fund. The supplemental
schedules and fund  information  have been subjected to the auditing  procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.

ARTHUR ANDERSEN LLP

Salt Lake City, Utah
  June 19, 1998


<PAGE>


             DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST

                   INDEX TO FINANCIAL STATEMENTS AND SCHEDULES




                                                                         Page

FINANCIAL STATEMENTS:

  Statements of Net Assets Available for
    Benefits as of December 31, 1997 and 1996                                1

  Statement of Changes in Net Assets
    Available for Benefits with Fund Information
    for the Year Ended December 31, 1997                                 2 - 5

  Notes to Financial Statements                                          6 - 9


SUPPLEMENTAL SCHEDULES:

  Schedule of Assets Held for Investment
    Purposes as of December 31, 1997                                        10

  Schedule of Reportable Transactions
    for the Year Ended December 31, 1997                                    11


<PAGE>


                                  
             DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST

                 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
                        AS OF DECEMBER 31, 1997 AND 1996



<TABLE>
<S>                                                                      <C>                  <C> 
                                                                                1997                 1996
                                                                         -------------------- --------------------
INVESTMENTS, at fair value:
   Fidelity Advisor Funds-
     Growth Opportunities Fund                                             $     1,164,242        $   1,116,281
     Equity Growth Fund                                                            702,496              442,535
     Daily Money Fund: US Treasury                                                 358,126              326,334
     High Yield Fund                                                               241,040              203,866
     Equity Income Fund                                                            130,921               11,705
     Natural Resources Fund                                                         63,709               11,845
     Overseas Fund                                                                  57,082                3,990
     Daily Money Fund: Money Market                                                 45,513               63,547
     Income & Growth Fund                                                           31,860                1,117
     Mid Cap Fund                                                                   19,096                  666
     Strategic Opportunities Fund                                                   13,655                1,498
     Emerging Markets Income Fund                                                   13,386                  635
     Strategic Income Fund                                                           7,766                  456
     Short Fixed Income Fund                                                         6,617                  756
     Government Investment Fund                                                      5,668                  931
     Intermediate Bond Fund                                                          5,393                  765
     Large Cap Fund                                                                  4,055                   66
   Simon Transportation common stock                                             1,962,072            1,075,530
   Participant loans                                                               447,034              154,059
                                                                         -------------------- --------------------

                Total investments                                                5,279,731            3,416,582
                                                                         -------------------- --------------------

CASH                                                                                   184                    4
                                                                         -------------------- --------------------
RECEIVABLES:
   Participant contributions                                                        68,439               57,947
   Employer contributions                                                           28,710               45,821
   Accrued interest and dividends                                                   16,472                    -
                                                                         -------------------- --------------------

                Total receivables                                                  113,621              103,768
                                                                         ==================== ====================

NET ASSETS AVAILABLE FOR BENEFITS                                          $     5,393,536        $   3,520,354
                                                                         ==================== ====================


</TABLE>



                                        The accompanying   notes  to   financial
                                            statements  are an integral  part of
                                            this statement.
<PAGE>

                                                                     
    
               DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST

              STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
              WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997


<TABLE>
<CAPTION>

                                                                      FIDELITY ADVISOR FUNDS

<S>                                      <C>                 <C>           <C>             <C>             <C>    
                                         ------------------- ------------- --------------- --------------- ---------------
                                               Growth           Equity      Daily Money
                                         Opportunities Fund  Growth Fund      Fund: US          High       Equity Income
                                                                              Treasury       Yield Fund         Fund
                                         ------------------- ------------- --------------- --------------- ---------------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
     Investment income-
       Net realized gain (loss)            $       79,677     $   30,180    $          -     $    3,353     $     2,049
       Net unrealized appreciation
       (depreciation) in fair value
       of investments                             134,056         19,285               -          2,761           3,070
       Interest and dividends                      76,402         77,725          17,237         25,360           8,286
     Contributions-
       Employer                                    96,638         65,041          37,381         23,869          15,436
       Participant                                209,382        147,673          80,461         52,399          43,151
       Rollovers                                   14,575         23,815          18,761          9,820           8,802
                                         ------------------- ------------- --------------- --------------- ---------------

            Total additions                       610,730        363,719         153,840        117,562          80,794
                                         ------------------- ------------- --------------- --------------- ---------------

REDUCTIONS IN NET ASSETS ATTRIBUTED TO:
     Distributions to participants               (200,788)       (90,702)        (55,059)       (26,544)         (2,102)

     Administrative expenses                       (8,914)        (4,451)         (2,610)        (1,688)           (433)
                                         ------------------- ------------- --------------- --------------- ---------------

            Total reductions                     (209,702)       (95,153)        (57,669)       (28,232)         (2,535)
                                         ------------------- ------------- --------------- --------------- ---------------
                                         ------------------- ------------- --------------- --------------- ---------------

NET INTERFUND TRANSFERS                          (353,067)        (8,605)        (64,379)       (52,156)         40,957
                                         ------------------- ------------- --------------- --------------- ---------------

            Net increase (decrease)                47,961        259,961          31,792         37,174         119,216
NET ASSETS AVAILABLE FOR BENEFITS,
   beginning of the year                        1,116,281        442,535         326,334        203,866          11,705
                                         ------------------- ------------- --------------- --------------- ---------------

NET ASSETS AVAILABLE FOR BENEFITS, end
   of the year                             $    1,164,242     $  702,496     $   358,126     $  241,040     $   130,921
                                         =================== ============= =============== =============== ===============

</TABLE>
Page 1 of 4

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

<PAGE>




                                                                     Page 2 of 4

              DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST

             STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
             WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997



<TABLE>
<CAPTION>
                                                                     FIDELITY ADVISOR FUNDS
<S>                                      <C>            <C>             <C>                <C>           <C>
                                         -------------- --------------- ------------------ ------------- ---------------
                                            Natural                        Daily Money       Income &
                                           Resources    Overseas Fund      Fund: Money     Growth Fund        Mid
                                             Fund                            Market                         Cap Fund
                                         -------------- --------------- ------------------ ------------- ---------------
ADDITIONS TO NET ASSETS
   ATTRIBUTED TO:
     Investment income-
       Net realized gain (loss)            $      (87)   $       829      $         -       $     230       $     3
                                                                                                  
       Net unrealized appreciation
       (depreciation) in fair value
       of investments                         (10,148)        (3,268)               -            (596)       (1,339)
       Interest and dividends                   8,891          3,541           16,472           2,422         1,959
     Contributions-
       Employer                                 6,405          6,974          (17,111)          4,877         1,157
       Participant                             18,896         20,235           10,492          12,804         3,975
       Rollovers                               18,484          4,894                -          12,752             -
                                         -------------- --------------- ------------------ ------------- ---------------

            Total additions                    42,441         33,205            9,853          32,489         5,755
                                         -------------- --------------- ------------------ ------------- ---------------

REDUCTIONS IN NET ASSETS ATTRIBUTED TO:
     Distributions to participants             (2,782)          (334)               -            (993)            -

     Administrative expenses                     (270)          (208)              (5)            (89)          (30)
                                         -------------- --------------- ------------------ ------------- ---------------

            Total reductions                   (3,052)          (542)              (5)         (1,082)          (30)
                                         -------------- --------------- ------------------ ------------- ---------------
                                         -------------- --------------- ------------------ ------------- ---------------

NET INTERFUND TRANSFERS                        12,475         20,429          (18,029)           (664)       12,705
                                         -------------- --------------- ------------------ ------------- ---------------

            Net increase (decrease)            51,864         53,092           (8,181)         30,743        18,430
NET ASSETS AVAILABLE FOR BENEFITS,
   beginning of the year                       11,845          3,990          167,315           1,117           666
                                         ============== =============== ================== ============= ===============

NET ASSETS AVAILABLE FOR BENEFITS, end
   of the year                             $   63,709    $    57,082      $   159,134       $  31,860       $19,096
                                                                                               
                                         ============== =============== ================== ============= ===============

</TABLE>
Page 2 of 4

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

<PAGE>




                                                                     Page 3 of 4

           DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST

          STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
          WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997



<TABLE>
<CAPTION>
                                                                  FIDELITY ADVISOR FUNDS
<S>                                    <C>                 <C>           <C>           <C>           <C>    
                                       ------------------------------------------------------------------------------
                                            Strategic        Emerging     Strategic    Short Fixed     Government
                                          Opportunities      Markets        Income        Income       Investment
                                               Fund        Income Fund       Fund          Fund           Fund
                                       ------------------------------------------------------------------------------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
     Investment income-
       Net realized gain (loss)          $           92      $      56    $       -     $      (4)   $        (8)
                                                                                              
       Net unrealized appreciation
       (depreciation) in fair value of
       investments                                 (962)        (1,946)        (197)            3            181
       Interest and dividends                     1,152          1,866          441           166            215
     Contributions-
       Employer                                   2,146          1,825        1,107         1,339            951
       Participant                                5,546          4,807        3,481         2,808          1,689
       Rollovers                                  5,796          6,735          399             -          2,251
                                       ------------------------------------------------------------------------------

            Total additions                      13,770         13,343        5,231         4,312          5,279
                                       ------------------------------------------------------------------------------

REDUCTIONS IN NET ASSETS ATTRIBUTED TO:
     Distributions to participants               (1,480)           (88)           -          (550)          (360)

     Administrative expenses                        (27)           (40)         (16)          (24)           (22)
                                       ------------------------------------------------------------------------------

            Total reductions                     (1,507)          (128)         (16)         (574)          (382)
                                       ------------------------------------------------------------------------------

NET INTERFUND TRANSFERS                            (106)          (464)       2,095         2,123           (160)
                                       ------------------------------------------------------------------------------

            Net increase (decrease)              12,157         12,751        7,310         5,861          4,737

NET ASSETS AVAILABLE FOR BENEFITS,
   beginning of the year                          1,498            635          456           756            931
                                       ==============================================================================

NET ASSETS AVAILABLE FOR BENEFITS, end
   of the year                           $       13,655     $   13,386    $   7,766    $    6,617    $     5,668
                                       ==============================================================================

</TABLE>
Page 3 of 4

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

<PAGE>




                                                                     Page 4 of 4

           DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST

          STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
          WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997


<TABLE>
<CAPTION>
                                            FIDELITY ADVISOR FUNDS
                                         ------------------------------
                                                                                                          
<S>                                      <C>            <C>             <C>              <C>             <C>            <C>
                                                                                                          Dick Simon 
                                                                             Simon                         Trucking
                                         Intermediate       Large       Transportation    Participant        Cash         Total All
                                           Bond Fund       Cap Fund      Common Stock      Loan Fund       Liquidity        Funds
                                         -------------- --------------- ---------------- --------------- -------------- ------------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
     Investment income-
       Net realized gain (loss)            $     (10)     $     12       $     27,791       $      -       $       -     $  144,163
                                                                                                                        
       Net unrealized appreciation
       (depreciation) in fair value
       of investments                             48          (187)           613,748              -               -        754,509
       Interest and dividends                    138           228                  -         21,978           2,537        267,016
     Contributions-
       Employer                                1,428           521             67,192              -               -        317,176
       Participant                             3,562         1,496            124,311              -               -        747,168
       Rollovers                                 745         1,307             27,378              -               -        156,514
                                         -------------- --------------- ---------------- --------------- -------------- ------------

            Total additions                    5,911         3,377            860,420         21,978           2,537      2,386,546
                                         -------------- --------------- ---------------- --------------- -------------- ------------

REDUCTIONS IN NET ASSETS ATTRIBUTED TO:
   Distributions to participants              (1,102)            -            (69,717)       (32,234)             (1)      (484,836)

   Administrative expenses                       (15)           (5)            (5,509)        (4,377)            205        (28,528)
                                         -------------- --------------- ---------------- --------------- -------------- ------------

          Total reductions                    (1,117)           (5)           (75,226)       (36,611)            204       (513,364)

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

NET INTERFUND TRANSFERS                         (166)          617            101,348        307,608          (2,561)             -
                                         -------------- --------------- ---------------- --------------- -------------- ------------

            Net increase (decrease)            4,628         3,989            886,542        292,975             180     (1,873,182)

NET ASSETS AVAILABLE FOR BENEFITS,
   beginning of the year                         765            66          1,075,530        154,059               4      3,520,354
                                         ============== =============== ================ =============== ============== ============

NET ASSETS AVAILABLE FOR BENEFITS, end
   of the year                            $    5,393      $  4,055        $ 1,962,072     $  447,034      $      184    $ 5,393,536
                                                                            
                                         ============== =============== ================ =============== ============== ============

</TABLE>
Page 4 of 4

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

<PAGE>


                                                                EIN:  87-0293383
                                                                Plan Number: 002
                                                             


               DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST
                            NOTES TO FINANCIAL STATEMENTS



(1)  PLAN DESCRIPTION

Dick Simon Trucking,  Inc. (the "Company") adopted the Dick Simon Trucking, Inc.
Retirement  Plan on October 1, 1987.  The Plan was first  amended on December 7,
1990 and its name was changed to the Dick Simon  Trucking,  Inc.  401(k)  Profit
Sharing  Plan.  The Plan was  amended  again on August 10, 1995 and its name was
changed to the Dick Simon  Trucking,  Inc.  Profit  Sharing  Plan and Trust (the
"Plan"). On June 20, 1996, the Company adopted the Stanwich Benefits Group, Inc.
Regional  Prototype  Standardized  401(k)  Profit  Sharing  Plan and Trust which
amended  and  restated  the Plan in its  entirety  effective  July 1, 1996.  The
Company serves as the Plan Trustee and  Administrator and Fidelity Advisor Funds
holds the plan assets and executes investment transactions.  The Plan is subject
to the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

The following description provides only general information. Participants should
refer  to the Plan  agreement  for a more  complete  description  of the  Plan's
provisions.

Eligibility, Contributions and Benefits

Employees who have  completed one year of service and who have attained 21 years
of age are eligible to participate in the Plan. An eligible  employee  becomes a
participant  on the next  January 1 or July 1  following  the date the  employee
satisfies the eligibility requirements.

Participants elect both the amount of the salary reduction  contribution and the
allocation of the salary  reduction  contribution  among the investment  options
within the Plan. Salary reduction  contributions  cannot exceed the lesser of 15
percent of the participant's  pretax eligible gross  compensation or the maximum
amount allowable under the Internal Revenue Code ("IRC").

The  Company  makes  discretionary  contributions  to the  Plan,  matching  each
participant's salary reduction contribution dollar-for-dollar up to 3 percent of
the  participant's  eligible  gross  compensation.  The  Company  may also  make
additional  discretionary  contributions  to the  Plan.  Participants  elect the
allocation of the Company contributions among the investment options.

Participants   are   immediately   fully  vested  in  their   salary   reduction
contributions  and  related  earnings.  Participants  vest  ratably in  employer
matching  contributions  over six years of service or fully vest upon occurrence
of one of the following  events:  1) normal retirement at age 65, 2) death while
employed by the Company, or 3) permanent disability.  Benefits are normally paid
at retirement, disability, death or other termination. Benefit distributions may
be made in a single  lump sum payment or an annuity.  Forfeitures  of  nonvested
employer matching contributions, which amounted to $30,205 during the year ended
December 31, 1997, are offset against future employer matching contributions.

Investment Options

The Plan provides for seventeen  investment  options listed below.  In addition,
participants may borrow from their accounts.  The investment  funds,  except for
the Simon  Transportation  Services  Inc.  Common  Stock  fund,  are  managed by
Fidelity Advisor Funds.

    Fidelity Advisor Growth Opportunities Fund - The fund seeks growth through a
    core investment in traditional growth stocks -- companies with above-average
    growth in sales or  earnings  -- plus  other  opportunities  such as special
    situations, debt securities and cyclicals.

    Fidelity  Advisor  Equity  Growth  Fund - The fund seeks to achieve  capital
    appreciation  by investing  primarily in growth stocks that  demonstrate the
    potential for above average earnings or sales growth.

    Fidelity Advisor Daily Money Fund:  U.S. Treasury Portfolio - The fund seeks
    to obtain  as  high  a level  of current income  as  is  consistent with the
    preservation of capital and liquidity.The fund invests only in U.S. treasury
    securities and repurchase agreements for these securities.

    Fidelity Advisor High Yield Fund - Investment focus on mature companies that
    are poised for  dramatic  growth;  and  "turnarounds,"  companies  which are
    expected to return to favor in the  marketplace.  Bonds are evaluated on the
    basis of their  potential  for total  return,  including  high  interest and
    growth of capital investment.

    Fidelity  Advisor  Equity  Income  Fund - The fund  seeks  stocks  that have
    above-average  dividends,  are undervalued  (which may give them more upward
    and less downward potential) and have increasing dividends.

    Fidelity Advisor Natural Resources Fund - The fund seeks long-term growth by
    investing  primarily  in  domestic  and  foreign  natural  resources-related
    companies across a broadly diversified spectrum of industries.

    Fidelity Advisor Overseas Fund - The fund primarily invests in securities of
    companies located in the Americas (other than the United States),  Far East,
    the Pacific Basin and Western Europe.

    Fidelity  Advisor  Income  and  Growth  Fund - The fund  utilizes a balanced
    approach  to  provide  the  best  possible   return  from   income-producing
    securities.  Investments  include U.S.  Treasury  issues,  corporate  bonds,
    foreign investments, convertible securities and stocks.

    Fidelity  Advisor Mid Cap Fund - The fund seeks long-term  growth of capital
    by  normally  investing  at least 65 percent of its total  assets in mid-cap
    stocks.  The fund may invest the remaining 35 percent of its assets in other
    securities.

    Fidelity  Advisor  Strategic  Opportunities  Fund - The fund seeks long-term
    capital  appreciation  by investing in securities  that are  undervalued  or
    undiscovered by the marketplace.

    Fidelity  Advisor  Emerging Markets Income Fund - The fund seeks high income
    and, as a secondary  objective,  the  potential  for growth by  investing in
    bonds from countries that have the potential for rapid economic expansion.

    Fidelity Advisor Strategic Income Fund - The fund uses a multi-sector  asset
    allocation process that strategically shifts the fund's weighting among four
    general investment  categories:  high yield securities,  U.S. government and
    investment-grade   securities,   emerging  market   securities  and  foreign
    developed market securities.

    Fidelity Advisor Short Fixed-Income Fund - The fund seeks to diversify among
    a broad range of short-term,  investment-grade  bonds.  Capital preservation
    takes a high priority, but the fund manager also invests for high income.

    Fidelity  Advisor   Government   Investment  Fund  -  Invests  primarily  in
    securities  backed by the full faith and credit of the U.S.  government  and
    it's various agencies and instrumentalities.

    Fidelity  Advisor  Intermediate  Bond  Fund - The fund  seeks a high rate of
    income  consistent  with the  preservation  of capital,  along with  greater
    stability through investments in high-quality fixed-income securities.

    Fidelity Advisor Large Cap Fund - The fund seeks long-term growth of capital
    by investing  primarily in equity  securities of companies with large market
    capitalizations.

    Simon  Transportation  Services  Inc.  Common  Stock - Funds are invested in
    shares of Simon  Transportation  Services,  Inc.'s Class A Common Stock. Any
    dividends  declared on the stock will be invested  in  additional  shares of
    such stock.

Participant Loans

Participants  may borrow from their fund accounts up to the lesser of $50,000 or
50 percent of the participant's vested interest,  as defined. The minimum amount
for any loan is $1,000.  The loans bear interest at one percent above prime rate
on the date of the loan. As of December 31, 1997, the interest rates ranged from
9.25 to 9.75 percent.  Loans must be repaid within five years,  except for loans
used to acquire a principal  residence  which must be repaid  over a  reasonable
period of time determined by the Administrative Committee. All loans are secured
by the  participant's  account and,  regardless of term,  become due and payable
upon termination of the participant's employment.  Fees and expenses incurred by
the  Plan in  originating  a loan are paid by the  respective  participant  as a
deduction from the loan proceeds.

Termination of the Plan

The Company may  terminate  the Plan at any time  subject to the  provisions  of
ERISA. If the Plan is terminated,  the participants become fully vested and have
a nonforfeitable interest in their accounts.

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The  accounting  records  of the Plan are  maintained  on the  accrual  basis in
accordance  with generally  accepted  accounting  principles.  Distributions  to
participants are recorded when paid.


Investments

Contributions are invested by the trustee in the Plan's funds as directed by the
participants.  Investments,  other than  participant  loans, are carried at fair
value based on quoted market prices.  Participant loans are valued at face value
which  approximates  the future  principal and interest  payments  discounted at
prevailing interest rates for similar  instruments.  Unrealized  appreciation or
depreciation  caused  by  fluctuations  in the  fair  value  of  investments  is
recognized in income currently.  Interest and dividends are recognized as earned
and reinvested.

Expenses

The Plan pays all  administrative  expenses and fees relating to investment  and
management of the Plan funds, except legal and accounting fees which are paid by
the Company. Fees relating to certain withdrawals are paid by the participant.

Net Unrealized Appreciation (Depreciation) in Fair Value of Investments

Net  unrealized  appreciation  (depreciation)  in fair value of  investments  is
determined  by comparing  the fair value of each  investment at the beginning of
the plan year (or at the date of purchase for  investments  acquired  during the
plan year) with the fair value at the end of the plan year.

Net Realized Gain (Loss) on Investments

Net realized  gain (loss) on  investments  is  determined by comparing the sales
price of each investment as of the  disposition  date with the fair value at the
beginning of the plan year (or at the date of purchase for investments  acquired
during the current plan year).

(3)  FEDERAL INCOME TAXES

The Internal Revenue Service has issued a favorable  determination  letter dated
October 25, 1993 stating that the Plan and related trust has been  structured to
qualify  for tax  exempt  status  under  Section  401(a) of the IRC.  The Plan's
Administrative Committee and legal counsel believe that the Plan continues to be
designed and operated in accordance  with the  applicable IRC  requirements  and
with the requirements of ERISA.

(4)  SUBSEQUENT EVENT

Subsequent  to December  31,  1997,  the fair value of the Simon  Transportation
Services Inc. Common Stock fund declined significantly. As of December 31, 1997,
the price per share was $24.00  and as of June 19,  1998 the price per share was
$6.875,  resulting  in a  decrease  in the  investment  value of the  fund  from
$1,962,072 to $562,052.



<PAGE>





              DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST

            LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                              AS OF DECEMBER 31, 1997


<TABLE>

<S><C>                                <C>                                                         <C>               <C>    
        (b) Identity of issue,                                                                                            (e)
(a)borrower, lessor or similar party                (c) Description of investment                     (d) Cost       Current value
- -- ---------------------------------- ----------------------------------------------------------- ----------------- ----------------

*  Simon Transportation Services      81,573 shares of common stock                                 $   1,053,246       $  1,962,072
   Fidelity Investments               27,426  shares of Fidelity Advisor Growth Opportunities                              1,164,242
*                                        Fund                                                             993,688
*  Fidelity Investments               15,192  shares of Fidelity Advisor Equity Growth Fund               671,268            702,496
*  Participant loans                  Interest rates ranging from 9.25% to 9.75%                          447,034            447,034
*  Fidelity Investments               358,126  shares of Fidelity Advisor Daily Money Fund: US
                                         Treasury                                                         358,126            358,126
*  Fidelity Investments               19,161  shares of Fidelity Advisor High Yield Fund                  235,835            241,040
*  Fidelity Investments               5,082  shares of Fidelity Advisor Equity Income Fund                126,561            130,921
*  Fidelity Investments               3,040  shares of Fidelity Advisor Natural Resources Fund             73,676             63,709
*  Fidelity Investments               3,572  shares of Fidelity Advisor Overseas Fund                      59,689             57,082
*  Fidelity Investments               39,516  shares of Fidelity Advisor Daily Money Fund:
                                         Money Market                                                      39,516             45,513
*  Fidelity Investments               1,751  shares of Fidelity Advisor Income & Growth Fund               32,362             31,860
*  Fidelity Investments               1,470  shares of Fidelity Advisor Mid Cap Fund                       20,418             19,096
*  Fidelity Investments               540  shares of Fidelity Advisor Strategic Opportunities
                                         Fund                                                              14,635             13,655
*  Fidelity Investments               1,207  shares of Fidelity Advisor Emerging Market Income
                                         Fund                                                              15,286             13,386
*  Fidelity Investments               701  shares of Fidelity Advisor Strategic Income Fund                 7,964              7,766
*  Fidelity Investments               708  shares of Fidelity Advisor Short Fixed Income Fund               6,615              6,617
*  Fidelity Investments               585  shares of Fidelity Advisor Government Investment Fund
                                                                                                            5,487              5,668
*  Fidelity Investments               509  shares of Fidelity Advisor Intermediate Bond Fund                5,344              5,393
*  Fidelity Investments               303  shares of Fidelity Advisor Large Cap Fund                        4,230              4,055
                                                                                                  ================= ================

                                                                                                    $   4,170,980       $  5,279,731

                                                                                                  ================= ================
</TABLE>

* Denotes party-in-interest


<PAGE>




             DICK SIMON TRUCKING, INC. PROFIT SHARING PLAN AND TRUST

                 LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1997



                                                                   
<TABLE>
<S>                            <C>                               <C>           <C>            <C>          <C>            <C>
                                                                                                                 (f)    
                                                                                                               Current
                                                                      (c)            (d)            (e)       value at        (g)
       (a) Identity of                 (b) Description             Purchase        Selling        Cost of    transaction      Net
       party involved                      of asset                  price          price          asset        date         gain
- ------------------------------ --------------------------------- -------------- -------------- ------------ ------------- ----------

* Simon Transportation         Common Stock
   Services                                                      $   374,958   $        -      $  374,958   $    374,958  $        -
                                                                                                                     
* Fidelity Investments         Fidelity Advisor Growth
                                  Opportunities Fund                 480,892            -         480,892        480,892           -
* Fidelity Investments         Fidelity Advisor Equity Growth
                                  Fund                               408,997            -         408,997        408,997           -
* Fidelity Investments         Fidelity Advisor Daily Money
                                  Fund-US Treasury                   227,365            -         227,365        227,365           -
* Plan Participants            Participant Loans                     509,841            -         509,841        509,841           -
* Fidelity Investments         Fidelity Advisor Growth
                                  Opportunities Fund                       -      668,824         576,336        668,824      92,488
* Fidelity Investments         Fidelity Advisor Equity Growth 
                                  Fund                                     -      233,006         207,489        233,006      25,517
* Fidelity Investments         Fidelity Advisor Daily Money
                                  Fund-US Treasury                         -      187,248         187,248        187,248           -
* Plan Participants            Participant Loans
                                                                           -      248,208         248,208        248,208           -


</TABLE>

* Denotes party-in-interest


<PAGE>


                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the Plan  Administrator  has duly caused this annual  report to be signed by the
undersigned thereunto duly authorized.


                                               Dick Simon Trucking, Inc.
                                               Profit Sharing Plan and Trust
                                               (Registrant)
                                               /s/ Alban B. Lang
                                               Alban B. Lang
                                               Plan Administrator

Dated:   June 29, 1998




                                                                         Exhibit


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the incorporation of our
report  included  in  this  Form  11-K,  into  the  Company's  previously  filed
Registration Statement on Form S-8 File No. 33-80391.




ARTHUR ANDERSEN LLP

Salt Lake City, Utah
June 29, 1998


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