UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2002

[ _ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to______

Commission File Number 0-15057
-------

P.A.M. TRANSPORTATION SERVICES, INC.
------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 71-0633135
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Highway 412 West, Tontitown, Arkansas 72770
-------------------------------------------------
(Address of principal executive offices) (Zip Code)

Registrants telephone number, including area code: (479) 361-9111

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [ X ] No [ _ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

Class Outstanding at May 3, 2002
----- -------------------------------
Common Stock, $.01 Par Value 11,250,207

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

P.A.M. TRANSPORTATION SERVICES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

March 31, December 31,
2002 2001
---- ----
(unaudited) (note)

ASSETS
Current assets:
Cash and cash equivalents $ 6,716 $ 896
Receivables:
Trade, net of allowance 38,891 24,327
Other 488 744
Operating supplies and inventories 409 255
Deferred income taxes 392 472
Prepaid expenses and deposits 6,473 3,980
Income taxes refundable 170 393
--------- ---------
Total current assets 53,539 31,067

Property and equipment, at cost 213,893 211,902
Less: accumulated depreciation (74,004) (70,190)
--------- ---------
Net property and equipment 139,889 141,712

Other assets:
Excess of cost over net assets acquired 8,102 8,102
Other 1,772 1,635
--------- ---------
Total other assets 9,874 9,737
--------- ---------
Total assets $ 203,302 $ 182,516
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 4,849 $ 17,692
Trade accounts payable 15,638 7,800
Other current liabilities 10,625 8,722
--------- ---------
Total current liabilities 31,112 34,214

Long-term debt, less current portion 20,962 47,023
Deferred income taxes 30,828 28,682
Shareholders' equity:
Common stock 107 86
Additional paid-in capital 64,493 20,461
Accumulated other comprehensive income (loss) (364) (508)
Retained earnings 56,164 52,558
--------- ---------
Total shareholders' equity 120,400 72,597
--------- ---------
Total liabilities and shareholders' equity $ 203,302 $ 182,516
========= =========

Note: The balance sheet at December 31, 2001 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. See notes to condensed consolidated financial statements.

P.A.M. TRANSPORTATION SERVICES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share data)

Three Months Ended
March 31,
2002 2001
---- ----

Operating revenues $ 63,313 $ 58,406

Operating expenses:
Salaries, wages and benefits 27,981 25,747
Operating supplies 12,013 10,761
Rent/purchased transportation 2,794 3,906
Depreciation and amortization 5,277 4,766
Operating taxes and licenses 3,321 2,924
Insurance and claims 3,514 2,435
Communications and utilities 616 533
Other 782 1,764
(Gain) loss on sale of equipment 33 25
--------- ---------
56,331 52,861
--------- ---------
Operating income 6,982 5,545
Other income (expense)
Interest expense (972) (1,147)
--------- ---------

Income before income taxes 6,010 4,398
--------- ---------

Income taxes --current 275 551
--deferred 2,129 1,208
--------- ---------
2,404 1,759
--------- ---------

Net income $ 3,606 $ 2,639
========= =========
Net income per common share:
Basic $ 0.40 $ 0.31
========= =========
Diluted $ 0.40 $ 0.31
========= =========

Average common shares outstanding-Basic 8,927,546 8,473,567
========= =========
Average common shares outstanding-Diluted 8,973,551 8,519,088
========= =========

See notes to condensed consolidated financial statements.

P.A.M. TRANSPORTATION SERVICES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)

Three months Ended
March 31,
2002 2001
---- ----

OPERATING ACTIVITIES
Net income $ 3,606 $ 2,639
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 5,277 4,766
Non compete agreement amortization - 33
Provision for deferred income taxes 2,129 1,208
(Gain)/loss on retirement of property and equipment 33 25
Changes in operating assets and liabilities:
Accounts receivable (14,354) (6,459)
Prepaid expenses and other current assets (2,561) (3,243)
Accounts payable 8,078 702
Accrued expenses 1,903 1,140
--------- ---------
Net cash provided by operating activities 4,111 811

INVESTING ACTIVITIES
Purchases of property and equipment (5,730) (15,130)
Proceeds from sales of assets 2,244 1,356
Lease payments received on direct financing leases 46 46
--------- ---------
Net cash used in investing activities (3,440) (13,728)

FINANCING ACTIVITIES
Borrowings under lines of credit 86,752 74,809
Repayments under lines of credit (95,828) (63,070)
Borrowings of long-term debt 1,459 7,112
Repayments of long-term debt (31,287) (5,871)
Proceeds from issuance of common stock 43,890 -
Proceeds from exercise of stock options 163 36
--------- ---------
Net cash provided by financing activities 5,149 13,016
--------- ---------
Net increase in cash and cash equivalents 5,820 99

Cash and cash equivalents at beginning of period $ 896 $ 485
--------- ---------
Cash and cash equivalents at end of period $ 6,716 $ 584
========= =========

See notes to condensed consolidated financial statements.

P.A.M. TRANSPORTATION SERVICES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDER EQUITY
(unaudited)
(in thousands)

- -----------------------------------------------------------------------------------------------------------------
Additional Accumulated
Common Paid-In Retained Other
Stock Capital Earnings Comprehensive Total
- -----------------------------------------------------------------------------------------------------------------

Balances at December 31, 2001 $ 86 $ 20,461 $ 52,558 $ (508) $ 72,597
Components of comprehensive income:
Net earnings 3,606 3,606
Unrealized gain on hedge, net
of tax of $ 95 144 144
---- -----
Total comprehensive income 3,750
-----
Exercise of stock options - 163 163
Common stock offering 21 43,869 43,890
- -----------------------------------------------------------------------------------------------------------------
Balances at March 31, 2002 $ 107 $ 64,493 $ 56,164 $ (364) $ 120,400
================================================================================================================

See notes to condensed consolidated financial statements.

P.A.M. TRANSPORTATION SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2002

NOTE A: BASIS OF PRESENTATION
- ---------------------------------
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In management's opinion, all adjustments (consisting of
normal recurring accruals) necessary for a fair presentation have been included.
Operating results for the three-month period ended March 31, 2002 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2002. For further information, refer to the consolidated financial
statements and the footnotes thereto included in the Company's annual report on
Form 10-K for the year ended December 31, 2001.

NOTE B: DERIVATIVE FINANCIAL INSTRUMENTS
- ------------------------------------------
On January 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities," issued by the Financial Accounting Standards Board in 1998.
Statement No. 133, as amended, establishes accounting and reporting standards
requiring the recording of each derivative instrument in the balance sheet as
either an asset or liability measured at fair value. Changes in the derivative
instrument's fair value must be recognized currently in earnings unless specific
hedge accounting criteria are met. For hedges which meet the criteria, the
derivative instrument's gains and losses, to the extent effective, may be
recognized in accumulated other comprehensive income (loss) rather than current
earnings.

The Company had no transition adjustment as a result of adopting SFAS 133 on
January 1, 2001 as the Company's only derivative instruments were entered into
after January 1, 2001. Effective February 28, 2001 the Company entered into an
interest rate swap agreement on a notional amount of $15,000,000. The pay fixed
rate under the swap is 5.08%, while the receive floating rate is "1-month"
LIBOR. This interest rate swap agreement terminates on March 2, 2006. Effective
May 31, 2001 the Company entered into an interest rate swap agreement on a
notional amount of $5,000,000. The pay fixed rate under the swap is 4.83%, while
the receive floating rate is "1-month" LIBOR. This interest rate swap agreement
terminates on June 2, 2006.

The Company designates both of these interest rate swaps as cash flow hedges
of its exposure to variability in future cash flows resulting from interest
payments indexed to "1-month" LIBOR. Changes in future cash flows from the
interest rate swaps will offset changes in interest rate payments on the first
$20,000,000 of the Company's current revolving credit facility or future
"1-month" LIBOR based borrowings that reset on the second London Business Day
prior to the start of the next interest period. The hedge locks the interest
rate at 5.08% or 4.83% plus the pricing spread (currently 1.15%) for the
notional amounts of $15,000,000 and $5,000,000, respectively.

These interest rate swap agreements meet the specific hedge accounting criteria.
The effective portion of the cumulative gain or loss has been reported as a
component of accumulated other comprehensive loss in shareholders' equity and
will be reclassified into current earnings by June 2, 2006, the latest
termination date for all current swap agreements. The Company records all
derivatives at fair value as assets or liabilities in the condensed consolidated
balance sheet, with classification as current or long-term depending on the
duration of the instrument. At March 31, 2002, the net deferred hedging loss in
accumulated other comprehensive loss was approximately $364,000.

The measurement of hedge effectiveness is based upon a comparison of the
floating-rate leg of the swap and the hedged floating-rate cash flows on the
underlying liability. This method is based upon the premise that only the
floating-rate component of the swap provides the cash flow hedge, and any
changes in the swap's fair value attributable to the fixed-rate leg is not
relevant to the variability of the hedged interest payments on the floating-rate
liability. The calculation of ineffectiveness involves a comparison of the
present value of the cumulative change in the expected future cash flows on the
variable leg of the swap and the present value of the cumulative change in the
expected future interest cash flows on the floating-rate liability.

NOTE C: COMMON STOCK OFFERING
- -------------------------------
During March 2002, the Company received net proceeds of approximately $43.9
million from a public offering of 2,100,000 shares of its common stock. The
Company has repaid certain long-term debt obligations and intends to use the
remaining proceeds to fund its capital expenditures and to finance general
working capital needs.

During April 2002, the Company received net proceeds of approximately $10.9
million from the sale of an additional 521,250 shares of its common stock in
order to cover broker over-allotments. The Company intends to use the proceeds
to fund its capital expenditures and to finance general working capital needs.

NOTE D: NEW ACCOUNTING PRONOUNCEMENTS
- ---------------------------------------
In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets," and announced the approval for issuance of SFAS No. 143, "Accounting
for Asset Retirement Obligations."

SFAS No. 141 requires all business combinations completed after June 30, 2001,
to be accounted for under the purchase method. This standard also establishes
for all business combinations made after June 30, 2001, specific criteria for
the recognition of intangible assets separately from goodwill. SFAS No. 141 also
requires that the excess of the fair value of acquired assets over cost
(negative goodwill) be recognized immediately as an extraordinary gain, rather
than deferred and amortized. The Company will account for all future business
combinations under SFAS No. 141.

SFAS No. 142 addresses the accounting for goodwill and other intangible assets
after an acquisition. Goodwill and other intangibles that have indefinite lives
will no longer be amortized, but will be subject to annual impairment tests. All
other intangible assets will continue to be amortized over their estimated
useful lives. An intangible asset with an indefinite useful life should be
tested for impairment in accordance with guidance in SFAS No. 142 which applies
a fair-value-based test. SFAS No. 142 is required to be applied in fiscal years
beginning after December 15, 2001. The Company ceased amortization of all
indefinite life intangibles upon adoption of SFAS No. 142 effective January 1,
2002, which had a positive effect on net income of approximately $60,000 during
the quarter ended March 31, 2002 as compared to quarter ended March 31, 2001.
The Company had approximately $8.1 million in net book value recorded for
goodwill at March 31, 2002. SFAS No. 142 also requires the completion of a
transitional goodwill impairment test within six months of adoption. At present,
the Company is currently assessing but has not yet determined the complete
impact, if any, that the adoption of SFAS No. 142 will have on its financial
position and results of operations.

SFAS No. 143 provides accounting requirements for retirement obligations
associated with tangible long-lived assets, including: (i) the timing of
liability recognition; (ii) initial measurement of the liability; (iii)
allocation of asset retirement cost to expense; (iv) subsequent measurement of
the liability; and (v) financial statement disclosures. SFAS No. 143 requires
that an asset retirement cost should be capitalized as part of the cost of the
related long-lived asset and subsequently allocated to expense using a
systematic and rational method. This standard becomes effective for fiscal years
beginning after June 15, 2002. The Company will adopt the Statement effective
January 1, 2003. At this time, the Company has not yet determined what impact,
if any, the adoption of this Statement will have on either its financial
position and results of operations.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS No. 144 addresses financial accounting and
reporting for impairment or disposal of long-lived assets. This Statement
supersedes FASB Statement No. 121, "Accounting for the Impairment of Long-Lived
Assets to be Disposed Of", and the accounting and reporting provisions of APB
Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions", for the disposal of a segment of a business.
This Statement also amends ARB No. 51, "Consolidated Financial Statements", to
eliminate the exception to consolidation for a subsidiary for which control is
likely to be temporary. SFAS No. 144 is effective for fiscal years beginning
after December 15, 2001. The Company adopted SFAS No. 144 on January 1, 2002 and
there was not a material impact on the Company's financial position or results
of operations.

PART I - FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING INFORMATION
- ----------------------------
Certain information included in this Quarterly Report on Form 10-Q constitutes
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements, which are
indicated by the use of words such as "expect", "intend", "estimate", "project"
or similar expressions, may relate to future financial results and plans for
future business activities, and are thus prospective. Such forward-looking
statements are subject to risks, uncertainties and other factors which could
cause actual results to differ materially from future results expressed or
implied by such forward-looking statements. Potential risks and uncertainties
include, but are not limited to, general economic conditions, competition, the
price of fuel, and the availability of drivers, as well as other uncertainties
detailed in this report and detailed from time to time in other filings by
the Company with the Securities and Exchange Commission.

THREE MONTHS ENDED MARCH 31, 2002 VS. THREE MONTHS ENDED MARCH 31, 2001
- --------------------------------------------------------------------------------
For the quarter ended March 31, 2002, revenues increased 8.4% to $63.3 million
as compared to $58.4 million for the quarter ended March 31, 2001. The main
factor contributing to the increase was an increase in the average number of
tractors from 1,468 in the first quarter of 2001 to 1,679 in the first quarter
of 2002.

Operating supplies and expenses increased from 18.4% of revenues in the first
quarter of 2001 to 19.0% of revenues in the first quarter of 2002. The increase
relates to increased equipment repair costs.

Rent and purchased transportation decreased from 6.7% of revenues in the first
quarter of 2001 to 4.4% of revenues in the first quarter of 2002. The decrease
relates primarily to a decrease in amounts paid to other transportation
companies in the form of brokerage fees.

Other expenses decreased from 3.0% of revenues in the first quarter of 2001 to
1.2% of revenues in the first quarter of 2002. The decrease relates to
a decrease in amounts considered uncollectible as of March 31, 2002 as compared
to uncollectible balances as of March 31, 2001.

Insurance and claims increased from 4.2% of revenues in the first quarter of
2001 to 5.6% of revenues in the first quarter of 2002. The increase relates to
increased premiums associated with the annual renewal of insurance policies.

The Company's operating ratio decreased to 89.0% for the first quarter of 2002
as compared to 90.5% for the first quarter of 2001, as a result of the factors
described above.

The Company's effective tax rate remained constant for the periods compared at
40.0%, which, combined with increased revenues, resulted in an increase in the
provision for income taxes from $1.8 million for the first quarter of 2001 to
$2.4 million for the first quarter of 2002.

Net income increased to $3.6 million, or 5.7% of revenues, in the first quarter
of 2002 from $2.6 million, or 4.5% of revenues in the first quarter of 2001,
representing an increase in diluted net income per share to $.40 in the first
quarter of 2002 from $.31 in the first quarter of 2001.

LIQUIDITY AND CAPITAL RESOURCES
- ----------------------------------
During the first three months of 2002, the Company generated $4.1 million in
cash from operating activities. Investing activities used $3.4 million in cash
in the first three months of 2002. Financing activities generated $5.1 million
in the first three months of 2002 primarily from the issuance of common stock.

Accounts receivable at March 31, 2002 increased approximately $14.4 million from
December 31, 2001. The increase relates primarily to new trade terms between the
Company and its largest customer which have the effect of extending the
collection of the receivable to the next accounting period.

During March and April 2002, the Company received net proceeds of approximately
$54.5 million from a public offering of 2,621,250 shares of its common stock.
The Company has repaid certain long-term debt obligations and intends to use the
remaining proceeds to fund its capital expenditures and to finance general
working capital needs. For additional information see Note C to the condensed
consolidated financial statements.

The Company's principal subsidiary, P.A.M. Transport, Inc., maintains two $20.0
million lines of credit (Line A and Line B) with separate financial
institutions. Amounts outstanding under Line A bear interest at LIBOR (on the
first day of the month) plus 1.40%, are secured by accounts receivable and
mature on May 31, 2003. At March 31, 2002, the entire outstanding balance of
$3.1 million on Line A was comprised of letters of credit, with availability to
borrow $16.9 million. Amounts outstanding under Line B bear interest at LIBOR
(on the last day of the previous month) plus 1.15%, are secured by revenue
equipment and mature on November 30, 2003. At March 31, 2002, Line B was fully
utilized with $20.0 million outstanding.

In addition to cash flows from operations, the Company uses its existing lines
of credit on an interim basis to finance capital expenditures and repay
long-term debt. Longer-term transactions, such as installment notes (generally
three to five year terms at fixed rates), are typically entered into for the
purchase of revenue equipment; however, the Company purchased additional revenue
equipment during the first three months of 2002 at a cost of approximately $4.6
million using its existing lines of credit. During the remainder of 2002, the
Company plans to replace 400 tractors and 180 trailers, and plans to add 100
additional trailers, which would result in net capital expenditures of
approximately $21.1 million. Management expects that the Company's existing
working capital and its available lines of credit will be sufficient to meet the
Company's present capital commitments, to repay indebtedness coming due in the
current year, and to fund its operating needs during the remainder of fiscal
2002.

During February 2001 and May 2001 the Company entered into separate interest
rate swap agreements on notional amounts of $15,000,000 and $5,000,000,
respectively. The pay fixed rate under the swaps are 5.08% and 4.83%,
respectively, while the receive floating rate is "1-month" LIBOR. The
$15,000,000 swap agreement terminates on March 2, 2006 while the $5,000,000 swap
agreement terminates on June 2, 2006. For additional information with respect to
the interest rate swap agreements, see Note B to the condensed consolidated
financial statements.

NEW ACCOUNTING PRONOUNCEMENTS
- -----------------------------
In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets," and announced the approval for issuance of SFAS No. 143, "Accounting
for Asset Retirement Obligations."

PART II. OTHER INFORMATION
------------------------------

Item 2. Changes in Securities and Use of Proceeds
- ---------------------------------------------------------

At the 2002 Annual Meeting of Stockholders of the Company held May 2, 2002, the
Company's stockholders approved, among other things, (i) an amendment to the
Company's Certificate of Incorporation to effect an increase in the authorized
shares of common stock of the Company from 20 million to 40 million, and (ii)
amendments to the Certificate of Incorporation and Bylaws of the Company to
cause the Company to be governed by the anti-takeover provisions of Section 203
of the Delaware General Corporation Law rather than the similar anti-takeover
provisions adopted by the Company prior to the enactment of Section 203. A more
detailed description of these matters appears in pages 10-14 of the Company's
definitive proxy statement delivered to stockholders in connection with the 2002
Annual Meeting, and such pages are incorporated herein by reference.

The Company's Certificate of Incorporation and Bylaws, each as amended pursuant
to the stockholder vote at the 2002 Annual Meeting, are filed as Exhibit 3.1 and
3.2 to this Form 10-Q, respectively.

Item 3. Quantitative and Qualitative Disclosure about Market Risk.
- --------------------------------------------------------------------------

The Company's primary market risk exposures include commodity price risk (the
price paid to obtain diesel fuel for our tractors) and interest rate risk. The
potential adverse impact of these risks and the general strategies the Company
employs to manage such risks are discussed below.

The following sensitivity analyses do not consider the effects that an adverse
change may have on the overall economy nor do they consider additional actions
the Company may take to mitigate our exposure to such changes. Actual results of
changes in prices or rates may differ materially from the hypothetical results
described below.

Commodity Price Risk

Prices and availability of all petroleum products are subject to political,
economic and market factors that are generally outside of the Company's control.
Accordingly, the price and availability of diesel fuel, as well as other
petroleum products, can be unpredictable. Because the Company's operations are
dependent upon diesel fuel, significant increases in diesel fuel costs could
materially and adversely affect the Company's results of operations and
financial condition. Based upon the Company's 2001 fuel consumption, a 10%
increase in the average annual price per gallon of diesel fuel would increase
the Company's annual fuel expenses by $3.2 million.

In August 2000 and July 2001, the Company entered into agreements to obtain
price protection and reduce a portion of the Company's exposure to fuel price
fluctuations. Under these agreements, the Company was obligated to purchase
minimum amounts of diesel fuel per month, with a price protection component, for
the six month periods ended March 31, 2001 and February 28, 2002. The
agreements also provide that if during the 48 months commencing April 2001, the
price of heating oil on the New York Mercantile Exchange ("NY MX HO") falls
below $.58 per gallon, the Company is obligated to pay, for a maximum of twelve
different months selected by the contract holder during such 48-month period,
the difference between $.58 per gallon and NY MX HO average price, multiplied by
900,000 gallons. Accordingly, in any month in which the holder exercises such
right, the Company would be obligated to pay the holder $9,000 for each cent by
which $.58 exceeds the average NY MX HO price for that month. For example, the
NY MX HO average price during February 2002 was approximately $.54, and if the
holder were to exercise its payment right, the Company would be obligated to pay
the holder approximately $36,000. In addition, if during any month in the
twelve-month period commencing January 2005, the average NY MX HO is below $.58
per gallon, the Company will be obligated to pay the contract holder the
difference between $.58 and the average NY MX HO price for such month,
multiplied by 1,000,000 gallons.

Interest Rate Risk

The Company's two $20.0 million lines of credit each bear interest at a floating
rate equal to LIBOR plus a fixed percentage. Accordingly, changes in LIBOR,
which are effected by changes in interest rates generally, will affect the
interest rate on, and therefore the Company's costs under, the lines of credit.
In an effort to manage the risks associated with changing interest rates, the
Company entered into interest rate swap agreements effective February 28, 2001
and May 31, 2001, on notional amounts of $15,000,000 and $5,000,000,
respectively. The "pay fixed rates" under the $15,000,000 and $5,000,000 swap
agreements are 5.08% and 4.83%, respectively. The "receive floating rate" for
both swap agreements is "1-month" LIBOR. These interest rate swap agreements
terminate on March 2, 2006 and June 2, 2006, respectively. Assuming $20.0
million of variable rate debt was outstanding under each of Line A and Line B
for a full fiscal year, a hypothetical 100 basis point increase in LIBOR would
result in approximately $200,000 of additional interest expense, net of the
effect of the swap agreements. For additional information with respect to the
interest rate swap agreements, see Note B to the Company's condensed
consolidated financial statements.

Item 5. Other Matters
- ------------------------

The 2002 Annual Meeting of Stockholders of the Company was held on May 2,
2002. The results of the voting with respect to each matter voted on at the
meeting is set forth below:

(1) Proposal to increase the size of the Board of Directors from five
members to eight members:

Votes Votes Votes
FOR AGAINST ABSTAINING
--- ------- ----------
7,338,624 317,975 1,600

(2) Proposal to elect six directors:

Votes Votes
FOR WITHHELD
--- --------
Robert W. Weaver 7,267,749 389,750
Daniel C. Sullivan 7,267,749 389,750
Charles F. Wilkins 7,267,749 389,750
Matthew T. Moroun 7,267,749 389,750
Fredrick P. Calderone 7,267,749 389,750
Manuel J. ("Matty") Moroun 7,294,424 355,175

(3) Proposal to amend the company's Certificate of Incorporation to
increase the number of authorized shares of common stock of the company from
20,000,000 to 40,000,000:

Votes Votes Votes
FOR AGAINST ABSTAINING
--- ------- ----------
7,239,647 418,551 0

(4) Proposal to amend the Company's Certificate of Incorporation to delete
Articles 12 and 13 thereof and amend the Bylaws of the Company to delete Article
XIII thereof, resulting in the Company being governed by the anti-takeover
provisions of Section 203 of the Delaware General Corporation Law:

Votes Votes Votes
FOR AGAINST ABSTAINING
--- ------- ----------
7,341,147 316,951 100

Item 6. Exhibits and Reports on Form 8-K.
- --------------------------------------------------

(a) The following exhibits are filed with this report:

3.1 - Certificate of Incorporation of the Company, as amended.
3.2 - Bylaws of the Company, as amended
11.1 - Statement Re: Computation of Diluted Earnings Per Share.

(b) Reports on Form 8-K

A Current Report on Form 8-K was filed on February 14, 2002 regarding a
press release issued to announce the Company's fourth quarter 2001 results.
No other reports on Form 8-K were filed during the first quarter ending
March 31, 2002.

SIGNATURES

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 thereunto duly authorized.

P.A.M. TRANSPORTATION SERVICES, INC.

Dated: May 14, 2002 By: /s/ Robert W. Weaver
---------------------------------
Robert W. Weaver
President and Chief Executive Officer
(principal executive officer)

Dated: May 14, 2002 By: /s/ Larry J. Goddard
---------------------------------
Larry J. Goddard
Vice President-Finance, Chief Financial
Officer, Secretary and Treasurer
(principal accounting and financial officer)