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EXHIBIT 2.1.1

PLAN OF MERGER

THIS PLAN OF MERGER (hereinafter referred to as the "Plan of Merger")
is by and between W.T. ACQUISITION CORP., an Alabama corporation (sometimes
hereinafter referred to as "Sub" or "Surviving Corporation") and WELBORN
TRANSPORT, INC., an Alabama corporation ("Welborn") (Sub and Welborn are
sometimes hereinafter collectively referred to as the "Constituent
Corporations").

W I T N E S S E T H:

The following constitutes the terms and conditions to the merger of
Welborn with and into Sub:

1. Merger.

1.1 Names of Constituent Corporations; Merger. The names of
the corporations proposing to merge hereunder are W.T. Acquisition Corp., an
Alabama corporation, and Welborn Transport, Inc., an Alabama corporation. At the
Effective Time (as defined in Section 1.2 hereof), Welborn shall be merged with
and into Sub and the separate existence of Welborn shall cease. The Constituent
Corporations shall become a single corporation which shall be Sub and which
shall continue in existence as the Surviving Corporation under the name "Welborn
Transport, Inc." Except as otherwise specifically set forth herein, the
identity, existence, purposes, powers, franchises, rights and immunities of the
Surviving Corporation shall continue unaffected and unimpaired by the merger.

1.2 Effective Time. This Plan of Merger shall become effective
at the time the Articles of Merger referred to in Section 4 hereof have been
filed as required by the laws of the State of Alabama (the "Effective Time").

2. Terms and Conditions of the Merger.

2.1 Articles of Incorporation and Bylaws of Surviving
Corporation. At the Effective Time, the Articles of Incorporation and Bylaws of
Sub as in effect immediately prior to the Effective Time shall be the Articles
of Incorporation and Bylaws of the Surviving Corporation, except that the
Articles of Incorporation and Bylaws of the Sub shall be amended to change the
name to "Welborn Transport, Inc.," and otherwise shall continue as the Articles
of Incorporation and Bylaws of the Surviving Corporation until altered or
amended as provided therein or in accordance with the laws of the State of
Alabama.

2.2 Officers and Directors of the Surviving Corporation. At
the Effective Time, the officers and directors of the Sub shall be deemed to be
the officers and directors of the Surviving Corporation until their successors
have been duly elected and qualified.

2.3 Property and Liabilities. At the Effective Time, the
separate existence of Welborn shall cease and Welborn shall be merged with and
into Sub as the Surviving Corporation. The Surviving Corporation shall from and
after the Effective Time possess all the rights, privileges, immunities and
franchises, of a public as well as private nature, of each Constituent
Corporation. Ownership of, and title to, all property, real, personal and mixed,
and all debts due on any account, including subscriptions to shares, and all
other choses in action, and every other interest of, or belonging to, or due to
each Constituent Corporation shall be vested in the Surviving Corporation. The
title to any real estate or any interest therein vested in either Constituent
Corporation shall not revert to any predecessor in interest, or in any way
become impaired by reason of the merger. All liabilities and obligations of the
Constituent Corporations shall be the liabilities and obligations of the
Surviving Corporation. Any claim of, or action or pending proceeding by, or
against, the Constituent Corporations may be prosecuted as if the merger had not
taken place, or the Surviving Corporation may be substituted in any such action
or proceeding. Neither the rights of creditors nor any claims upon the property
of the Constituent Corporations shall be impaired by the merger.

3. Manner and Basis of Conversion and Exchange of Shares.

3.1 Stock of Sub. Each share of capital stock of Sub
outstanding immediately prior to the Effective Time shall continue in effect,
unchanged, as a share of capital stock of Surviving Corporation, and these
shares shall be the only outstanding shares of capital stock of the Surviving
Corporation following the Effective Time.

3.2 Stock of Welborn. All of the common stock of Welborn
issued and outstanding immediately prior to the Effective Time shall, at the
Effective Time, be exchanged for and converted into, and become rights to
receive (i) Three Hundred Ninety Three Thousand Nine Hundred Forty shares of the
common stock, $.001 par value, of Boyd Bros. Transportation Inc. ("Parent"),
(ii) a promissory note in the amount of Two Million Eight Hundred Seventy-Five
Thousand Dollars ($2,875,000.00) (the "Cash Consideration Note") and (iii) a
promissory note in the amount of Three Hundred Seventy-Five Thousand Dollars
($375,000.00) (the "Escrow Cash Note"; the Cash Consideration Note and the
Escrow Cash Note referred to together as the "Notes"). The stock and payment
under such promissory notes shall be allocated and distributed among the persons
who are shareholders of Welborn immediately prior to the merger in the manner
set forth on Schedule 1 hereto. All treasury shares of Welborn, if any, shall be
cancelled and cease to exist as of the Effective Time.

3.3 Exchange of Share Certificate. At the Effective Time,
each non-dissenting holder of an outstanding certificate or certificates which
prior thereto represented shares of capital stock of Welborn shall surrender the
same, duly endorsed (with signatures guaranteed) and executed

as the Surviving Corporation may require, to the Surviving Corporation for
cancellation, and such shareholder shall receive in exchange therefor, upon such
surrender, his allocable share of the stock of Parent and such shareholder's
sole rights shall be to receive common stock of Parent as set forth in Section
3.2.

4. Miscellaneous.

Following the approval of the shareholders of Welborn and Sub,
Welborn and Sub shall cause Articles of Merger and such other documents as may
be required under the laws of the State of Alabama to be executed and the
Surviving Corporation shall cause such Articles of Merger and other documents to
be filed as required by the laws of the State of Alabama, and shall cause all
fees with respect thereto to be paid and all notices with respect thereto to be
properly given or published. This Plan of Merger may be abandoned by the board
of directors of either Constituent Corporation at any time prior to the filing
of the Articles of Merger.

[Signatures appear on following page.]

W.T. ACQUISITION CORP.

____________________________________

By:_________________________________

Name:_______________________________

Title:______________________________

WELBORN TRANSPORT, INC.

____________________________________

By:_________________________________

Name:_______________________________

Title:______________________________

Schedule 1

ALLOCATION AND DISTRIBUTION OF
BOYD BROS. TRANSPORTATION INC. SHARES AND
PRINCIPAL AMOUNT UNDER THE NOTES RECEIVED
AS A RESULT OF THE MERGER OF WELBORN TRANSPORT, INC.
INTO W.T. ACQUISITION CORP.

PAYMENT UNDER PAYMENT UNDER NUMBER OF
ESCROW CASH CASH CONSIDERATION SHARES TO
SHAREHOLDER NOTE NOTE BE ISSUED
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Miller Welborn $ 125,000.01 $ 958,333.36 262,626.665

Steven Rumsey $ 249,999.99 $1,916,666.64 131,313.335