EXHIBIT 3.1.3

                                 THIRD AMENDMENT
                                       TO
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                           KNIGHT TRANSPORTATION, INC.

     Pursuant to the  provisions of Sections  10-1003 and 10-1006 of the Arizona
Revised Statutes, and action taken by the shareholders and Board of Directors of
Knight  Transportation,  Inc., an Arizona corporation (the  "Corporation"),  the
Corporation  hereby  adopts this Third  Amendment  to its  Restated  Articles of
Incorporation filed with the Arizona  Corporation  Commission on August 31, 1994
(the "Third Amendment"),  to be effective as of the date this Third Amendment is
filed with the Arizona Corporation Commission.

     1.   The name of the Corporation is Knight Transportation, Inc.

     2.   Article  XI  of  the  Restated   Articles  of   Incorporation  of  the
Corporation is amended by deleting that Article in its entirety and substituting
the following:

                                   "ARTICLE XI

                              SHAREHOLDER APPROVAL

     Until December 31, 2005, the consent of those persons who hold  sixty-seven
percent (67%) of the Corporation's  issued and outstanding  shares,  voting as a
single class,  shall be required to approve any offer to purchase  substantially
all of the  Corporation's  assets  or any  share  exchange,  plan of  merger  or
consolidation,  or other  transaction,  pursuant to which the outstanding common
stock of the Corporation is exchanged,  acquired or converted into cash or other
consideration,  given or issued by another  person that is not controlled by the
Corporation;  provided  that nothing in this  Article XI shall  require that the
Corporation obtain shareholder approval to acquire, directly or indirectly,  the
stock or assets of another  entity,  by merger,  share  exchange  or  otherwise,
through the issuance of the Corporation's common or preferred stock, the payment
of cash, or otherwise.  For purposes of this Article,  a person is controlled by
the Corporation  only if the  Corporation  owns more than fifty percent (50%) of
the combined voting power of all classes of stock of such person, if such person
is a corporation or, if the person is not a corporation,  the Corporation  holds
more than fifty percent (50%) of the beneficial interest,  capital,  profits, or
voting rights of such person."

     3.   Except as provided  above,  all other  articles and  provisions of the
Restated  Articles  of  Incorporation  shall  remain as in  effect  prior to the
adoption of this Third Amendment.

     4.   The foregoing  Third Amendment was approved by Resolutions and Actions
of the Board of Directors, effective as of February 6, 2002.

     5.   The  foregoing  Third  Amendment was approved by  shareholders  of the
Corporation at the  Corporation's  Annual Meeting of Shareholders on May 8, 2002
("the Annual Meeting").

     6.   With regard to the approval of this Third Amendment by shareholders of
the Corporation:

          (a)  The Corporation had issued and outstanding  36,932,138  shares of
its common  stock,  par value $0.01 per share ("the  Common  Stock"),  as of the
record date of the Annual Meeting,  March 21, 2002. A total of 36,932,138 shares
of the Corporation's  issued and outstanding  Common Stock were entitled to vote
at  the  Annual  Meeting.  Of  these,  a  total  of  35,622,809  shares  of  the
Corporation's  Common  Stock  were  present  in person or by proxy at the Annual
Meeting; and

          (b)  A total of 19,091,104  shares of the  Corporation's  Common Stock
voted in favor of the Third Amendment and 11,950,682 shares of the Corporation's
Common Stock voted against the Third  Amendment.  The number of shares voting in
favor of the Third  Amendment was sufficient for approval by shareholders of the
Corporation.

     IN WITNESS WHEREOF,  the foregoing Third Amendment to the Restated Articles
of Incorporation of Knight Transportation, Inc. are hereby executed in duplicate
and  effective  as of the 8th day of May,  2002,  upon  filing  with the Arizona
Corporation Commission.

                                        KNIGHT TRANSPORTATION, INC.


                                         By: /s/ Kevin P. Knight
                                             -----------------------------------
                                             Kevin P. Knight
                                             Chairman of the Board/Chief
                                             Executive Officer


                                        By: /s/ Timothy M. Kohl
                                            ------------------------------------
                                            Timothy M. Kohl, Secretary

                            CERTIFICATE OF SECRETARY

     The undersigned, Timothy M. Kohl, Secretary of Knight Transportation, Inc.,
does hereby certify that the foregoing  copy of the Third  Amendment to Restated
Articles of Incorporation of Knight  Transportation,  Inc. is a true and correct
copy of the Third  Amendment  to Restated  Articles of  Incorporation  of Knight
Transportation,  Inc.,  duly  adopted by the Board of  Directors,  and that such
Third Amendment to Restated Articles of Incorporation of Knight  Transportation,
Inc. has not been amended or repealed.

     DATED: May 8, 2002.

                                        /s/ Timothy M. Kohl
                                        ----------------------------------------
                                        Timothy M. Kohl, Secretary