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EXHIBIT 4.1.3

                      FIRST AMENDMENT TO SECURITY AGREEMENT

         THIS AMENDMENT is made and entered into on this the 3rd day of July,
1996, by and between CHOCTAW EXPRESS, INC., an Oklahoma corporation, whose
principal place of business and chief executive office is located at 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 27th day of June, 1995, for the purpose of securing the
payment of certain Obligations, as mentioned and defined in the Security
Agreement.

         P.A.M. Transport, Inc., an Arkansas corporation (the "Borrower"), has
this day made, executed and delivered to the Bank its additional promissory note
in the principal sum of Five Million Dollars ($5,000,000.00); 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 in the aggregate principal sum of Fifteen Million
         Dollars ($15,000,000.00), evidenced and to be evidenced by those three
         (3) certain promissory notes, one 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), one bearing date of the 27th day of
         June, 1995, and being in the principal sum of Two Million Five Hundred
         Thousand Dollars ($2,500,000.00), and the third note bearing date of
         the 3rd day of July, 1996, and being in the principal sum of Five
         Million Dollars ($5,000,000.00), all of said notes being executed by
         the Borrower and being payable to the order of the Bank; and any and
         all renewals, modifications, substitutions, replacements and/or
         extensions of any 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 Amendments dated, respectively, June 27, 1995 and July 3, 1996.

         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:                                     CHOCTAW EXPRESS, INC.

         /s/ Larry J. Goddard               By:     /s/ Robert W. Weaver
- -------------------------------------           -------------------------------
         Secretary                                   Chief Executive Officer

                                                                         GRANTOR


                                            FIRST TENNESSEE BANK NATIONAL
                                            ASSOCIATION

                                            By:
                                                --------------------------------
                                                       Senior Vice-President

                                                                            BANK

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