KNIGHT TRANSPORTATION INC
NT 11-K, 1996-07-01
TRUCKING (NO LOCAL)
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<S>                                                                                                 <C>
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                                                     UNITED STATES                                          OMB APPROVAL
                                           SECURITIES AND EXCHANGE COMMISSION                       -----------------------------
                                                Washington, D.C. 20549                              OMB Number:         3235-0058
                                                                                                    Expires:         May 31, 1997
                                                                                                    Estimated average burden
                                                      FORM 12b-25                                   hours per response ..... 2.50
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                                                                                                    -----------------------------
                                             NOTIFICATION OF LATE FILING                                    SEC FILE NUMBER

(Check One):                                                                                        -----------------------------
                                                                                                                333-562
                                                                                                    -----------------------------
 |_| Form 10-K and Form 10-KSB |_| Form 20-F |X| Form 11-K | | Form 10-Q                            
 and Form 10-QSB |_| Form N-SAR

     For Period Ended: December 31, 1995                                                            
                      --------------------------------
     [ ] Transition Report on Form 10-K
     [ ] Transition Report on Form 20-F
     [ ] Transition Report on Form 11-K
     [ ] Transition Report on Form 10-Q
     [ ] Transition Report on Form N-SAR

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
     Not applicable
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PART I -- REGISTRANT INFORMATION

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Full Name of Registrant

      Knight Transportation, Inc. (Knight Transportation, Inc. 401(k) Plan and Trust Agreement)
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Former Name if Applicable

      Not Applicable
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Address of Principal Executive Office (Street and Number)

      5601 West Buckeye Rd.
     
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City, State and Zip Code

      Phoenix, Arizona 85043
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PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable  effort or expense and the registrant  seeks relief  pursuant to Rule
12b-25(b), the following should be completed. (Check box if appropriate)

  |X|   | (a) The reasons  described in  reasonable  detail in Part III of this form could not be  eliminated  without  unreasonable
        |     effort or expense;
        |
  |X|   | (b) The subject annual report,  semi-annual  report,  transition  report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR,
        |     or portion thereof, will be filed on or before the fifteenth calendar day following the  prescribed  due date;  or the
        |     calendar day following the prescribed due date; and 
        |     subject  quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before  the  fifth
        |     calendar day following the prescribed due date; and
        |
  |X|   | (c) The accountant's  statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III -- NARRATIVE

State below in reasonable detail the reasons why Forms 10-K,  10-KSB,  20-F, 11-K, 10-Q, 10-QSB,  N-SAR, or the transition  portions
thereof, could not be filed within the prescribed time.

         The audit of the Company's 401(k) Plan could not be timely completed,  without  unreasonable effort or expense,  due to the
unavailability of Company  personnel,  who were engaged in both an unscheduled  regulatory audit and an audit and public offering of
the Company's securities;  the concurrence of these events was unexpected and unusual.  Company  administrative  personnel who would
normally have assisted in the audit of the Plan were unable to do so, due to their  commitment to the events  described  above. As a
result of these  proceedings,  personnel  were unable to provide  the  auditors of the  Company's  401(k) Plan with all  information
necessary to complete the audit and render their opinion in a timely manner. The audit of the 401(k) Plan will be completed and Form
11-K filed  within 15 days of its due date (June 28,  1996).  At this time the Plan has  acquired no Common Stock of the Company and
will not do so until such time as Form 11-K is filed with the Commission.
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PART IV--OTHER INFORMATION

<C> <S>                                                                             
(1) Name and telephone number of person to contact in regard to this notification

          Clark Jenkins                                   (602)                          269-2000                                  
             (Name)                                    (Area Code)                  (Telephone Number)

(2) Have all other periodic reports required under Section  13 or 15(d) of  the Securities Exchange Act of
    1934 or section 30  of the  Investment  Company Act of 1940 during the preceding 12 months or for such 
    shorter  period that  the  registrant was required to file such report(s).  
                                                                                                              |X| Yes  |_| No

(3) Is it anticipated that any significant change in results of operations from the corresponding period
    for the last fiscal year will be reflected by the earnings  statements to be included in the subject                      
    report or portion thereof?                                                                                |X| Yes  |_| No  
    
    If so, attach an explanation of the anticipated  change,  both narratively and  quantitatively,  and, if appropriate,  state the
    reasons why a reasonable estimate of the results cannot be made.

    The report, when filed, will show an increase in earnings and contributions made  to  the Company's 401(k) Plan.  These  changes
    are estimated to be as follows:

     For the year ended  December 31, 1995,  employee  contributions  to the 401(k) Plan were  $199,000 and the  Company's  matching
     contribution  was $54,000.  Net gains on investments for the year ended December 31, 1995, were $116,000 and  distributions  to
     participants were $68,000.  Assets of the Plan as of December 31, 1994, were $473,000 and, as a result of the changes described
     above,  increased  to $774,000  as of December  31,  1995.  The 401(k) Plan held no stock of the Company  during the year ended
     December 31, 1995.



                                                    Knight Transportation, Inc.
                                                 (401(k) Plan and Trust Agreement)
                                            (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date:  July 1, 1996                                                             By /s/ Clark A. Jenkins
                                                                                     Clark A. Jenkins, Chief Financial Officer
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                                                             ATTENTION

     Intentional misstatemetns or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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                                                   Accountant's Statement Required
                                                          By Rule 12b-25(c)


         Tull,  Forsberg & Olson initiated its annual audit of the Knight  Transportation,  Inc. 401(k) Plan, but has been unable to
complete  the audit or render its  opinion,  due to the  unavailability  of Company  personnel  who were  engaged in an  unscheduled
regulatory audit and an audit and public offering of the Company's  securities.  Without the availability of such Company personnel,
we did not have  sufficient  information to render our report and opinion and could not have done so, without the Company  expending
unreasonable effort and incurring unreasonable expense.

                                                                                                 Tull, Forsberg & Olson

Phoenix, Arizona
July 1, 1996
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