Exhibit 99.1

                         Report of Independent Auditors


Board of Directors
M.S. Carriers, Inc.

We have audited the consolidated statements of income, stockholders' equity, and
cash flows of M.S. Carriers, Inc. for the year ended December 31, 2000 (not
presented separately herein). These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. 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 audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements of M.S. Carriers, Inc. referred to
above present fairly, in all material respects the consolidated results of its
operations and its cash flows for the year ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States.


                                              /s/ Ernst & Young LLP

Memphis, Tennessee
February 1, 2001