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                                 EXHIBIT 4.2.2

                     FIRST AMENDMENT TO SECURITY AGREEMENT



         THIS AMENDMENT is made and entered into on this the 27 day of June,
1995, by and between P.A.M. TRANSPORT, INC., an Arkansas corporation, whose
address is Highway 412 West, P.O. Box 188, Tontitown, Arkansas 72770, party of
the first part, hereinafter called "Grantor," and FIRST TENNESSEE BANK NATIONAL
ASSOCIATION, a national banking association, whose address is 165 Madison
Avenue, Memphis, Tennessee 38103, Attention: Commercial Finance Division, party
of the second part, hereinafter called the "Bank."

                                Recitals of Fact

         Grantor as Debtor, has heretofore made, executed and delivered to the
Bank, as Secured Party, that certain Security Agreement ("Security Agreement")
bearing date of the 26th day of July, 1994, for the purpose of securing the
payment of certain Obligations, as mentioned and defined in the Security
Agreement.

         Grantor has this day made, executed and delivered to the Bank its
additional promissory note in the principal sum of Two Million Five Hundred
Thousand Dollars ($2,500,000.00); and as a result thereof, the parties desire
to modify and amend the Security Agreement as hereinafter provided.

         NOW, THEREFORE, for and in consideration of the premises, as set forth
in the Recitals of Fact, and other good and valuable considerations, the
receipt and sufficiency of which are hereby acknowledged, it is agreed by the
parties as follows:

                                   Agreements

         1.  Paragraph 3(a) of the Security Agreement is hereby modified and
amended to read as follows:

                 "(a)  The full and prompt payment, when due, of the
         indebtednesses (and interest thereon) evidenced and to be evidenced by
         those two (2) certain promissory notes in the aggregate principal sum
         of Ten Million Dollars ($10,000,000.00), one of said notes bearing
         date of the 26th day of July, 1994, and being in the principal sum of
         Seven Million Five Hundred Thousand Dollars ($7,500,000.00), the other
         of said notes bearing date of the 27 day of June, 1995, and being in
         the principal sum of Two Million Five Hundred Thousand Dollars
         ($2,500,000.00), both of said notes being executed by the Grantor and
         being payable to the order of the Bank; and any and all renewals,
         modifications, or extensions of either of said notes, in whole or in
         part;"
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         2.  All references in the Security Agreement to the Loan Agreement
shall be deemed to be references to the Loan Agreement dated July 26, 1994, as
amended by Amendment dated June 27, 1995.

         3.  All terms and provisions of the Security Agreement, which are
inconsistent with the terms and provisions of this Amendment are hereby
modified and amended to conform herewith; and, as modified and amended hereby,
the Security Agreement is hereby ratified, approved and confirmed by the
parties hereto.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed in Memphis, Tennessee, by their respective officers, duly
authorized so to do, on this the day and year first above written.


ATTEST:                                 P.A.M. TRANSPORT, INC.
                                
  /s/ Larry J. Goddard                  By:  /s/ Robert W. Weaver              
--------------------------------           ------------------------------------
         Secretary                                 President
                                
                                                                        GRANTOR
                                
                                
                                        FIRST TENNESSEE BANK NATIONAL 
                                        ASSOCIATION
                                
                                        By:  /s/ Steve Hawkins                 
                                           ------------------------------------
                                              Senior Vice-President
                                
                                                                           BANK





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