8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 7, 2011

___________________________________________________________________

COVENANT TRANSPORTATION GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-24960	88-0320154
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer   Identification No.)

400 Birmingham Hwy., Chattanooga, TN	37419
(Address of principal executive offices)	(Zip Code)

(423) 821-1212

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01	Entry into a Material Definitive Agreement.
	On October 7, 2011, Covenant Transportation Group, Inc., a Nevada corporation (the “Company”), and its direct and indirect wholly-owned subsidiaries, Covenant Transport, Inc., a Tennessee corporation (“CTI”), CTG Leasing Company, a Nevada corporation (“CTGL”), Southern Refrigerated Transport, Inc., an Arkansas corporation (“SRT”), Covenant Asset Management, Inc., a Nevada corporation (“CAM”), Covenant Transport Solutions, Inc., a Nevada corporation (“CTS”), and Star Transportation, Inc., a Tennessee corporation (collectively with CTI, CTGL, SRT, CAM, and CTS, the “Borrowers”), entered into that certain Fifth Amendment to Third Amended and Restated Credit Agreement (the “Fifth Amendment”) with Bank of America, N.A., as agent (the “Agent”), and JPMorgan Chase Bank, N.A. (together with the Agent, the “Lenders”), which amends that certain Third Amended and Restated Credit Agreement, dated September 23, 2008, by and among the Company, the Borrowers, the Agent, and the Lenders, as amended (the “Credit Agreement”). The Fifth Amendment adjusts the fixed charge coverage ratio required by the Credit Agreement to 0.95 to 1.0 for the twelve months ended September 30, 2011.  The required fixed charge coverage ratio for that period previously had been 1.0 to 1.0.  The fixed charge coverage ratio is measured monthly and was not changed for any period after the twelve months ended September 30, 2011. The foregoing summary of the terms and conditions of the Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fifth Amendment, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2011.
Item 2.02	Results of Operations and Financial Condition.
	On October 7, 2011, the Company issued a press release announcing its expectations concerning financial results for the third quarter ended September 30, 2011.  A copy of the press release is attached to this report as Exhibit 99.
Item 2.03	Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant.
	The information set forth in Item 1.01 of this Current Report on Form 8-K concerning the Company's obligations under the Fifth Amendment is incorporated by reference into this Item 2.03.
Item 9.01	Financial Statements and Exhibits.
	(d)	Exhibits.
	EXHIBIT NUMBER	EXHIBIT DESCRIPTION
	99	Covenant Transportation Group, Inc. press release announcing the Fifth Amendment and expectations concerning financial results for the third quarter ended September 30, 2011.

The information contained in this report (Items 2.02 and 9.01) and the exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The information in the exhibit hereto contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by forward-looking statements. Please refer to the last paragraph of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		COVENANT TRANSPORTATION GROUP, INC.
Date:  October 7, 2011	By:	/s/ Richard B. Cribbs
		Richard B. Cribbs Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NUMBER   99   EXHIBIT DESCRIPTION   Covenant Transportation Group, Inc. press release announcing the Fifth Amendment and expectations concerning financial results for the third quarter ended September 30, 2011  

EX-99

Exhibit 99

COVENANT TRANSPORTATION GROUP ANNOUNCES EXPECTATIONS CONCERNING THIRD QUARTER FINANCIAL RESULTS; AMENDMENT OF REVOLVING CREDIT FACILITY

CHATTANOOGA, TENNESSEE – October 7, 2011 - Covenant Transportation Group, Inc. (NASDAQ/GS: CVTI) announced today its expectations regarding financial results for the third quarter of 2011, as well as an amendment to its revolving credit facility.

Third Quarter Financial Expectations

Chairman, President and Chief Executive Officer, David R. Parker, offered the following comments:  “After reviewing preliminary financial and operating information through the end of September, we expect to report a net loss in the range of ($0.5 million) to ($1.7 million) for the third quarter of 2011.  This compares to a reported net income of $1.9 million for the third quarter of 2010. The main differences compared with the third quarter of 2010 include an approximately 9%-10% decrease in revenue miles per truck, combined with increased costs per mile in the areas of salaries, wages and related expenses, net fuel expense, operations and maintenance, and insurance and claims.    These factors are expected to more than offset an approximately 5%-6% increase in freight revenue per total mile (excluding fuel surcharge revenue)."

Amendment of Revolving Credit Facility

Mr. Parker continued: "We are also announcing an amendment of our $85 million revolving credit facility with Bank of America and J.P. Morgan.  The amendment is retroactive to September 1, 2011, and adjusts the required fixed charge coverage ratio to 0.95 to 1.0 for the twelve months ended September 30, 2011.  The required fixed charge coverage ratio previously had been 1.0 to 1.0.  Based on the expected range of net loss discussed above, and the credit agreement's method of calculating certain revenue equipment transactions and fixed asset amortization, we became aware of the possibility of a covenant violation and worked cooperatively with our lenders to amend the requirement for the month of September.

"We are presently working with our lenders on a longer term amendment to the financial covenant calculation that would address our operating and fixed asset expectations as well as the forecast of many economists of a U.S. economy with little or no growth for an extended period.  Based on discussions with Bank of America, which has managed our revolving credit facility since 1998, we expect to complete a satisfactory longer term amendment during the next few weeks.

Covenant Transportation Group, Inc. is the holding company for several transportation providers that offer premium transportation services for customers throughout the United States. The consolidated group includes operations from Covenant Transport and Covenant Transport Solutions of Chattanooga, Tennessee; Southern Refrigerated Transport of Texarkana, Arkansas; and Star Transportation of Nashville, Tennessee.  The Company's Class A common stock is traded on the NASDAQ Global Select under the symbol, “CVTI”.

This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements may be identified by their use of terms or phrases such as "expects," "estimates," "projects," "believes," "anticipates," "plans," "intends," and similar terms and phrases. Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. In this press release, the statements regarding third quarter expectations and an anticipated longer term amendment of the revolving credit facility are forward-looking statements. The following factors, among others, could cause actual results to differ materially from those in the forward-looking statements: the financial expectations discussed in this release have not been subjected to all of the review procedures associated with the release of actual financial results and are premised on assumptions concerning the financial close and certain amounts and management judgment associated with the end of each quarter; obtaining a longer term amendment to the credit facility is subject to approval of the lenders and our board of directors, as well as negotiating and documenting acceptable terms.  Although the Company expects to achieve an amendment promptly, there is no guarantee an amendment will result promptly or at all.  Failure to achieve an amendment could have a material, adverse impact on the Company's liquidity and financial results.   Readers should review and consider these factors along with the various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.

For further information contact:	(423) 463-3331
Richard B. Cribbs, SVP and Chief Financial Officer
criric@covenanttransport.com

For copies of Company information contact:	(423) 463-3357
Kim Perry, Administrative Assistant
perkim@covenanttransport.com

(Back to Form 8-K)