Securities and Exchange Commission
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Amendment No. 1

Name of Issuer - Swift Transportation Co., Inc.

Title of Class of Securities - Common Stock

CUSIP Number - 870756103 0

Date of Event Which Requires Filing of this Statement -
December 31, 2002

     Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:


     [   ]     Rule 13d-1 (b)

     [   ]     Rule 13d-1 (c)

     [ X ]     Rule 13d-1 (d)


* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of the cover page
shall not be deemed to be "filed" for purposes of Section 18
of the Securities Exchange  Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).

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1.  Name of Person Reporting - Michael S. Starnes


2.  Check The Appropriate Box If A Member of a Group   (a) ___

                                                       (b) ___

3.  SEC USE ONLY

4.  Citizenship Or Place of Organization - Tennessee


Number of Shares      |   5.  Sole Voting Power - 4,740,241
                         |
                      |
Beneficially Owned By |   6.  Shared Voting Power - 0
                      |
Each Reporting        |   7.  Sole Dispositive Power -
2,250,241
                      |
Person With           |   8. Shared Dispositive Power -
2,500,000


9.  Aggregate Amount Beneficially Owned By Each Reporting
Person
    - 4,750,241

10.  Check Box If The Aggregate Amount In Row (9)
     Excludes Certain Shares (See Instructions)

11.  Percent Of Class Represented By Amount in Row 9 - 5.7%

12.  Type of Reporting Person (See Instructions) - IN

Item 1(a) - Name of Issuer - Swift Transportation Co., Inc.

Item 1(b) - Address of Issuer's Principal Executive Offices:

            2200 South 75th Avenue, Phoenix, AZ 85043

Item 2(a) - Name of Person Filing:  Michael S. Starnes

                          Page 2 of 4






Item 2(b) - Address of Principal Business Office:

            3171 Directors Row, Memphis, Tennessee 38116

Item 2(c) - Citizenship: Tennessee

Item 2(d) - Title of Class of Securities:  Common Stock

Item 2(e) - CUSIP Number: 870756103

Item 3    - If this statement is filed pursuant to Rules
13d-1(b)              or 13d-2(b) or (c), check whether the
person filing                is a:

            Not applicable

Item 4    - Ownership

            (a) Amount Beneficially Owned: 4,750,241 shares

            (b) Percent of Class: 5.7%

            (c) Number of Shares as to which such person has:

                (i) sole power to vote or to direct the vote:

                    4,750,241

               (ii) shared power to vote or to direct the
vote:

                    0

              (iii) sole power to dispose or to direct the
                    disposition of:

                    2,250,241

               (iv) shared power to dispose or to direct the
                    disposition of:

                    2,500,000

                          Page 3 of 4



Item 5    -  Ownership of Five Percent or Less of a Class:

             Not Applicable




Item 6     - Ownership of More than Five Percent on Behalf of
             Another Person:

             Not Applicable

Item 7     - Identification and Classification of Subsidiary
             Which Acquired the Security Being Reported On By
             the Parent Holding Company:

             Not Applicable

Item 8     - Identification and Classification of Members of
the                Group:

             Not Applicable

Item 9     - Notice of Dissolution of Group:

             Not Applicable

Item 10    - Certification

             Not Applicable


SIGNATURE

    After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.

Date: February 13, 2003

s/ Michael S. Starnes

MICHAEL S. STARNES

                          Page 4 of 4