EXHIBIT 3.2.1

                                 FIRST AMENDMENT
                                       TO
                                 RESTATED BYLAWS
                                       OF
                           KNIGHT TRANSPORTATION, INC.

                                    RECITALS

     The Board of Directors of the  Corporation has determined that it is in the
interest of the  Corporation  and its  shareholders  to amend the  Corporation's
Bylaws to allow  the Board of  Directors  to  schedule  the  annual  meeting  of
shareholders  on such date and time as the  Board  deems  necessary  in order to
provide more flexibility in scheduling the annual meeting of shareholders.

     NOW,  THEREFORE,  pursuant  to the  authority  granted in  Section  3.1 and
Section 8 of the Restated Bylaws of the  Corporation,  the following  amendments
are adopted effective as of February 6, 2003:

                                    AMENDMENT

     1.   Section 2.1 of the  Corporation's  Bylaws is deleted and the following
provision substituted therefor:

          2.1  ANNUAL MEETING

          Effective for calendar  years  beginning  after December 31, 2002, the
          annual  meeting of  shareholders  shall be held in the month of May of
          each year, on such date and at such time as the Board may from time to
          time  designate  and state in the  notice  of the  annual  meeting  of
          shareholders.  At the annual meeting, shareholders shall elect a Board
          of Directors  and transact  such other  business as may properly  come
          before the meeting.

     2.   Except as  provided  above,  the Amended  and  Restated  Bylaws of the
Corporation shall remain unchanged.

     IN WITNESS WHEREOF, the foregoing First Amendment to the Restated Bylaws of
Knight Transportation, Inc. is hereby adopted and effective as of the 6th day of
February, 2003.

                                        KNIGHT TRANSPORTATION, INC.


                                        By: /s/ Kevin P. Knight
                                            ------------------------------------
                                            Kevin P. Knight, 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 First  Amendment to Restated
Bylaws of Knight  Transportation,  Inc. is a true and correct  copy of the First
Amendment to Restated Bylaws of Knight Transportation, Inc., duly adopted by the
Board of Directors,  and that such First  Amendment to Restated Bylaws of Knight
Transportation, Inc. has not been amended or repealed.

     DATED: February 6, 2003.

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