SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004


                                    Form 10-Q

(Mark One)
(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended September 30, 1999

                                       or

( )  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                         Commission File Number 0-18605


                         SWIFT TRANSPORTATION CO., INC.
             (Exact name of registrant as specified in its charter)


           Nevada                                           86-0666860
(State or other jurisdiction of                  (I.R.S. employer identification
 incorporation or organization)                              number)


                             2200 South 75th Avenue
                                Phoenix, AZ 85043
                                 (602) 269-9700
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive office)


     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 the
filing requirements for at least 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 (November 5, 1999)

                Common stock, $.001 par value: 64,334,347 shares

                                                        EXHIBIT INDEX AT PAGE 16
                                                                  TOTAL PAGES 19

                                     PART I

                              FINANCIAL INFORMATION

                                                                           Page
                                                                          Number
Item 1.        Financial statements

               Condensed consolidated balance sheets
                 as of September 30, 1999 (unaudited) and
                 December 31, 1998                                         3 - 4

               Condensed consolidated statements of
                 earnings (unaudited) for the three and nine month
                 periods ended September 30, 1999 and 1998                     5

               Condensed consolidated statements of cash
                 flows (unaudited) for the nine month
                 periods ended September 30, 1999 and 1998                 6 - 7

               Notes to condensed consolidated financial
                 statements                                                    8

Item 2.        Management's discussion and analysis of
                 financial condition and results of
                 operations                                               9 - 15

Item 3.        Quantitative and qualitative disclosures about
                 market risk                                                  15

                                     PART II

                                OTHER INFORMATION

Items 1, 2,
3, 4 and 5.    Not applicable

Item 6.        Exhibits and Reports on Form 8-K                               16

                                        2

                  SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

                      Condensed Consolidated Balance Sheets
                        (In thousands, except share data)



                                                    September 30,   December 31,
                                                        1999           1998
                                                      --------       --------
                                                     (unaudited)
ASSETS

Current assets:
     Cash                                             $  2,481       $  6,530
     Accounts receivable, net                          144,867        118,555
     Equipment sales receivable                          7,398          5,262
     Inventories and supplies                            6,644          4,866
     Prepaid taxes, licenses and insurance               8,611         15,228
     Assets held for sale                                5,468          5,468
     Deferred income taxes                               5,049          4,010
                                                      --------       --------
         Total current assets                          180,518        159,919
                                                      --------       --------
Property and equipment, at cost:
     Revenue and service equipment                     571,170        487,928
     Land                                               11,122          8,409
     Facilities and improvements                       100,797         85,919
     Furniture and office equipment                     19,226         15,566
                                                      --------       --------
         Total property and equipment                  702,315        597,822
     Less accumulated depreciation and amortization    160,358        131,045
                                                      --------       --------
         Net property and equipment                    541,957        466,777
                                                      --------       --------
Other assets                                             2,121          1,770
Goodwill                                                 7,257          7,817
                                                      --------       --------

                                                      $731,853       $636,283
                                                      ========       ========

See accompanying notes to condensed consolidated financial statements.

                                                                       Continued

                                        3

                  SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

                      Condensed Consolidated Balance Sheets
                        (In thousands, except share data)


                                                    September 30,   December 31,
                                                        1999           1998
                                                      --------       --------
                                                     (unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable                                    $ 42,868       $ 27,100
 Accrued liabilities                                   35,376         27,273
 Current portion of claims accruals                    29,945         23,788
 Current portion of long-term debt                        470            710
                                                     --------       --------
    Total current liabilities                         108,659         78,871
                                                     --------       --------

Borrowings under line of credit                       131,500        128,000
Long-term debt, less current portion                   15,623         15,208
Claims accruals, less current portion                  26,660         28,091
Deferred income taxes                                  71,131         58,760

Stockholders' equity:
  Preferred stock, par value $.001 per share
    Authorized 1,000,000 shares; none issued
  Common stock, par value $.001 per share
    Authorized 150,000,000 shares; issued
    65,607,072 and 65,044,275  shares at
    September 30,1999 and December 31, 1998,
    respectively                                           66             65
 Additional paid-in capital                           125,973        123,386
 Retained earnings                                    265,257        216,918
                                                     --------       --------
                                                      391,296        340,369
 Less treasury stock, at cost (1,323,075 shares)       13,016         13,016
                                                     --------       --------
    Total stockholders' equity                        378,280        327,353
                                                     --------       --------
Commitments and contingencies

                                                     $731,853       $636,283
                                                     ========       ========

See accompanying notes to condensed consolidated financial statements.

                                        4

                  SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

                  Condensed Consolidated Statements of Earnings
                                   (unaudited)
                        (In thousands, except share data)



                                            Three months ended         Nine months ended
                                               September 30,             September 30,
                                           ----------------------    ----------------------
                                             1999         1998         1999         1998
                                           ---------    ---------    ---------    ---------
                                                                      
Operating revenue                          $ 279,423    $ 227,184    $ 776,898    $ 634,624
Operating expenses:
   Salaries, wages and employee benefits      99,951       84,307      284,569      229,906
   Operating supplies and expenses            21,504       20,602       65,458       59,010
   Fuel                                       32,284       23,213       84,563       69,080
   Purchased transportation                   49,627       33,948      131,167       97,817
   Rental expense                              9,905       11,039       31,897       30,215
   Insurance and claims                        6,876        6,648       19,703       19,201
   Depreciation and amortization              15,232       11,127       41,971       33,071
   Communication and utilities                 3,540        3,001       10,417        8,387
   Operating taxes and licenses                7,354        5,990       21,431       18,606
                                           ---------    ---------    ---------    ---------
         Total operating expenses            246,273      199,875      691,176      565,293
                                           ---------    ---------    ---------    ---------

Operating income                              33,150       27,309       85,722       69,331

Other (income) expenses:
     Interest expense                          2,832        1,306        7,020        4,320
     Interest income                            (153)         (90)        (304)        (213)
     Other                                       (71)        (206)        (243)        (483)
                                           ---------    ---------    ---------    ---------
         Other (income) expenses, net          2,608        1,010        6,473        3,624
                                           ---------    ---------    ---------    ---------
Earnings before income taxes                  30,542       26,299       79,249       65,707
Income taxes                                  11,810       10,655       30,910       26,615
                                           ---------    ---------    ---------    ---------
Net earnings                               $  18,732    $  15,644    $  48,339    $  39,092
                                           =========    =========    =========    =========

Basic earnings per share                   $     .29    $     .24    $     .76    $     .61
                                           =========    =========    =========    =========

Diluted earnings per share                 $     .29    $     .24    $     .74    $     .60
                                           =========    =========    =========    =========


See accompanying notes to condensed consolidated financial statements.

                                        5

                  SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows
                                   (unaudited)
                                 (In thousands)

                                                              Nine Months
                                                           Ended September 30,
                                                         ----------------------
                                                           1999         1998
                                                         ---------    ---------
Cash flows from operating activities:
     Net earnings                                        $  48,339    $  39,092
     Adjustments to reconcile net earnings to
         net cash provided by operating activities:
     Depreciation and amortization                          38,657       30,396
     Deferred income taxes                                  11,332        6,661
     Provision for losses on accounts receivable               900          770
     Amortization of deferred compensation                     228          152
     Increase (decrease) in cash resulting from
         changes in:
         Accounts receivable                               (27,210)     (20,489)
         Inventories and supplies                           (1,778)       1,534
         Prepaid taxes, licenses and insurance               6,617       (1,656)
         Other assets                                         (447)         (17)
         Accounts payable, accrued liabilities
              and claims accruals                           28,597       42,262
                                                         ---------    ---------
         Net cash provided by operating activities         105,235       98,705
                                                         ---------    ---------
Cash flows from investing activities:
     Proceeds from sale of property and equipment           40,183       48,117
     Capital expenditures                                 (159,789)    (158,556)
     Treasury stock purchases                                            (9,582)
     Payments received on equipment sale receivables         5,262        3,284
                                                         ---------    ---------
         Net cash used in investing activities            (114,344)    (116,737)
                                                         ---------    ---------

See accompanying notes to condensed consolidated financial statements.

                                                                       Continued

                                        6

                  SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows
                                   (unaudited)
                                 (In thousands)

                                                                Nine Months
                                                            Ended September 30,
                                                           --------------------
                                                             1999        1998
                                                           --------    --------
Cash flows from financing activities:
     Repayments of long-term debt                              (798)     (7,780)
     Increase in borrowings under line of credit              3,500      22,500
     Payment of stock split fractional shares                    (9)        (21)
     Proceeds from issuance of common stock
         under stock option and stock purchase plans          2,367       1,915
                                                           --------    --------

         Net cash provided by financing activities            5,060      16,614
                                                           --------    --------

Net decrease in cash                                         (4,049)     (1,418)
Cash at beginning of period                                   6,530       5,726
                                                           --------    --------
Cash at end of period                                      $  2,481    $  4,308
                                                           ========    ========

Supplemental disclosure of cash flow information:
     Cash paid during the period for:
         Interest                                          $  6,803    $  4,147
         Income taxes                                      $ 14,528    $ 15,718


Supplemental schedule of noncash investing and
     financing activities:
         Equipment sales receivables                       $  7,398    $  2,936
         Direct financing for purchase of equipment        $    973    $    436

See accompanying notes to condensed consolidated financial statements.

                                        7

                  SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)

Note 1. Basis of Presentation

     The condensed  consolidated  financial  statements  include the accounts of
     Swift   Transportation  Co.,  Inc.,  a  Nevada  holding  company,  and  its
     wholly-owned  subsidiaries  (the  Company).  All  significant  intercompany
     balances and transactions have been eliminated.

     The financial  statements  have been prepared in accordance  with generally
     accepted  accounting  principles,  pursuant to rules and regulations of the
     Securities  and  Exchange  Commission.  In the opinion of  management,  the
     accompanying   financial  statements  include  all  adjustments  which  are
     necessary for a fair  presentation  of the results for the interim  periods
     presented. Certain information and footnote disclosures have been condensed
     or  omitted  pursuant  to  such  rules  and  regulations.  These  condensed
     consolidated  financial  statements  and  notes  thereto  should be read in
     conjunction  with the consolidated  financial  statements and notes thereto
     included  in the  Company's  Annual  Report on Form 10-K for the year ended
     December  31,  1998.  Results  of  operations  in interim  periods  are not
     necessarily indicative of results to be expected for a full year.

Note 2. Contingencies

     The Company is involved in certain  claims and pending  litigation  arising
     from the normal  course of  business.  Based on the  knowledge of the facts
     and, in certain cases, opinions of outside counsel, management believes the
     resolution  of  claims  and  pending  litigation  will not have a  material
     adverse effect on the financial condition of the Company.

Note 3. Stock Split

     On March 15, 1999,  the  Company's  Board of  Directors  approved a 3-for-2
     stock split  effected in the form of a stock dividend and paid on April 10,
     1999 to the  stockholders  of record at the close of  business on March 31,
     1999.  All share  amounts,  share  prices and  earnings per share have been
     retroactively adjusted to reflect this 3-for-2 stock split.

                                        8

                  SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

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


FORWARD-LOOKING STATEMENTS

This  Report  on  Form  10-Q  contains  forward-looking  statements.  The  words
"believe,"  "expect,"  "anticipate,"   "intends,"  and  "project,"  and  similar
expressions identify forward-looking statements, which speak only as of the date
the statement was made. Such  forward-looking  statements are within the meaning
of that term in Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section 21E of the Securities Exchange Act of 1934, as amended.  Such statements
may include,  but are not limited to, projections of revenues,  income, or loss,
capital  expenditures,  plans for future  operations,  growth and  acquisitions,
financing  needs or plans,  the impact of  inflation  and plans  relating to the
foregoing.

Statements  in  Exhibit  99 to this  Quarterly  Report  on Form  10-Q and in the
Company's  Annual  Report  on Form  10-K,  including  Notes to the  Consolidated
Financial  Statements  and  "Management's  Discussion  and Analysis of Financial
Condition and Results of Operations," describe factors, among others, that could
contribute to or cause  differences  in actual  results  compared to the forward
looking statements. Additional factors that could cause actual results to differ
materially from those expressed in such forward-looking statements are set forth
in  "Business"  and  "Market  for the  Registrant's  Common  Stock  and  Related
Stockholder Matters" in the Company's Annual Report on Form 10-K.

YEAR 2000 ISSUE

The  Company  has  completed  its  comprehensive   review  of  internal  systems
(information  technology ("IT") and non-IT) for potential Year 2000 issues.  The
majority of the Company's  application  software programs are purchased from and
maintained by software vendors. The Company has worked with its software vendors
to verify that the applications  will be Year 2000 ready. The Company  presently
believes the Year 2000 issues will not pose significant operational problems for
the Company's internal systems.

In addition, the Company has successfully tested mission critical systems and is
on schedule  to finish the  remaining  systems  testing.  The costs  incurred in
addressing Year 2000 issues are not expected to be material,  including internal
payroll  costs  which  have  not  been  separately  accumulated.  The  Company's
contingency  plan in the event of a Year 2000 issue is to perform  tasks through
telephonic and fax  communication,  which the Company  believes will allow it to
operate in the short term assuming power and telephone services are functioning.

                                        9

As part of the Company's  comprehensive  review,  it is continuing to verify the
Year 2000  readiness  of third  parties  (vendors and  customers)  with whom the
Company has material  relationships.  At present,  the Company believes that its
material  vendors  and  customers  will be Year 2000 ready and the effect on the
Company's  results of operations  and financial  condition will not be material.
The Company will  continue to monitor the  progress of its material  vendors and
customers  and  formulate  a  contingency  plan at that  point in time  when the
Company  determines a material  vendor or customer  will not be ready.  However,
there  can be no  assurance  that the  systems  of such  third  parties  will be
modified on a timely basis.

OVERVIEW

Although the trend in the truckload  segment of the motor carrier  industry over
the past several years has been towards  consolidation,  the truckload  industry
remains  highly  fragmented.  Management  believes  the industry  trend  towards
financially  stable  "core  carriers"  will  continue  and  result in  continued
industry  consolidation.  In response to this trend,  the Company  continues  to
expand its fleet with an  increase  of 1,516  tractors  to 8,094  tractors as of
September 30, 1999 up from 6,578  tractors as of September  30, 1998.  The owner
operator  portion of the Company's  fleet increased to 1,663 as of September 30,
1999 from 1,166 as of September 30, 1998.

RESULTS OF OPERATIONS

THREE MONTHS ENDED  SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED  SEPTEMBER
30, 1998

Operating  revenue  increased  $52.2 million or 23.0% to $279.4  million for the
three months ended September 30, 1999 from $227.2 million for the  corresponding
period of 1998. The increase in operating revenue is primarily the result of the
expansion of the Company's fleet as a result of strong shipper demand.

The Company's  operating ratio (operating  expenses expressed as a percentage of
operating  revenue) for the third quarter of 1999 was 88.1% compared to 88.0% in
the  comparable  period of 1998.  The  Company's  operating  ratio for the three
months  ended  September  30, 1999  increased  as a result of changes in certain
components  of  operating  expenses  as a  percentage  of  operating  revenue as
discussed  below.  The Company's  empty mile factor for linehaul  operations was
13.9% and 13.2% in the third quarter of 1999 and 1998, respectively, and average
loaded  linehaul  revenue  per mile was $1.33 and $1.32 in the third  quarter of
1999 and 1998, respectively.

Salaries, wages and employee benefits represented 35.8% of operating revenue for
the three  months  ended  September  30, 1999  compared  with 37.1% for the same
period in 1998.  The decrease is primarily  due to a decrease in the accrual for
the  profit-sharing  contribution  to the  Company's  401(k)  plan.  This profit
sharing  contribution is based upon the Company's  operating  ratio.  During the
third quarter,  the estimate of the full year operating ratio was revised due to
the significant increase in fuel prices.

                                       10

From time to time the industry has experienced  shortages of qualified  drivers.
If such a shortage were to occur over a prolonged period and increases in driver
pay rates were to occur in order to attract and retain  drivers,  the  Company's
results  of  operations  would  be  negatively   impacted  to  the  extent  that
corresponding rate increases were not obtained.

Fuel as a  percentage  of operating  revenue was 11.6% for the third  quarter of
1999  versus  10.2%  for the same  period  in 1998.  The  increase  is due to an
increase in fuel prices  partially  offset by an increase in the number of owner
operators who are  responsible  for their own fuel.  Actual fuel cost per gallon
increased  by  approximately  19 cents per  gallon in the third  quarter of 1999
versus the third quarter of 1998.

Increases  in fuel  costs,  to the extent not offset by rate  increases  or fuel
surcharges,  could have an adverse effect on the operations and profitability of
the Company. Management believes the most effective protection against fuel cost
increases is to maintain a fuel efficient fleet and to implement fuel surcharges
when such option is necessary and available.  The Company currently does not use
derivative-type hedging products.

Purchased  transportation as a percentage of operating revenue was 17.8% for the
three months ended September 30, 1999 compared to 14.9% in 1998. The increase is
due to the growth of the owner  operator fleet to 1,663 as of September 30, 1999
from 1,166 as of September 30, 1998 and an increase in logistics and  intermodal
revenue.

Rental  expense as a  percentage  of  operating  revenue  was 3.5% for the third
quarter of 1999  versus 4.9% in 1998.  At  September  30, 1999 and 1998,  leased
tractors  represented 48% and 54%,  respectively,  of the total fleet of Company
tractors.  When it is  economically  advantageous  to do so,  the  Company  will
purchase and then sell  tractors  that it  currently  leases by  exercising  the
purchase option  contained in the lease.  Gains on these activities are recorded
as a reduction of rent expense.  The Company  recorded $1.6 million in the third
quarter of 1999 and $223,000  during the third  quarter of 1998 from the sale of
leased tractors.

Depreciation and amortization  expense as a percentage of operating  revenue was
5.5% in the third  quarter of 1999  versus 4.9% in 1998.  The  Company  includes
gains and losses from the sale of owned revenue  equipment in  depreciation  and
amortization  expense.  During the three month period ended  September 30, 1999,
net  gains  from  the  sale  of  revenue  equipment  reduced   depreciation  and
amortization  expense by approximately  $695,000 compared to approximately  $2.1
million in the third  quarter of 1998.  Exclusive of gains,  which  reduced this
expense,  depreciation  and  amortization  expense as a percentage  of operating
revenue was 5.7% and 5.8% in the third quarter of 1999 and 1998, respectively.

Insurance and claims expense  represented 2.5% and 2.9% of operating  revenue in
the  third  quarter  of 1999 and 1998,  respectively.  The  Company's  insurance
program for liability,  physical damage and cargo damage involves self-insurance

                                       11

with varying risk  retention  levels.  Claims in excess of these risk  retention
levels are covered by insurance in amounts which management  considers adequate.
The  Company  accrues the  estimated  cost of the  uninsured  portion of pending
claims.  These  accruals and the related  provision  are  estimated and adjusted
based on management's evaluation of the nature and severity of individual claims
and an  estimate  of  future  claims  development  based  on  historical  claims
development trends.

NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1998

Operating  revenue  increased  $142.3 million or 22.4% to $776.9 million for the
nine months ended  September 30, 1999 from $634.6 million for the  corresponding
period of 1998. The increase in operating revenue is primarily the result of the
expansion of the Company's fleet.

The Company's  operating ratio (operating  expenses expressed as a percentage of
operating revenue) for the first nine months of 1999 was 89.0% compared to 89.1%
in the  comparable  period of 1998. The Company's  operating  ratio for the nine
months  ended  September  30,  1999  improved  as a result  of the  increase  in
operating  revenue  combined  with  changes in certain  components  of operating
expenses as a percentage of operating  revenue as discussed below. The Company's
empty mile factor for linehaul  operations was 14.1% and 13.6% in the first nine
months of 1999 and 1998,  respectively,  and average loaded linehaul revenue per
mile  was  $1.33  and  $1.32  in  the  first  nine  months  of  1999  and  1998,
respectively.

Salaries, wages and employee benefits represented 36.6% of operating revenue for
the nine months ended September 30, 1999 compared with 36.2% for the same period
in 1998.  The increase is primarily due to normal wage  increases and associated
benefits and taxes.

Fuel as a percentage of operating revenue was 10.9% for the first nine months of
1999 and 1998. Actual fuel cost per gallon increased by approximately five cents
per gallon in the first nine months of 1999 versus 1998. However, an increase in
the  number  of owner  operators  who are  responsible  for their own fuel had a
positive impact on fuel as a percentage of operating revenue.

Purchased  transportation as a percentage of operating revenue was 16.9% for the
nine months ended  September 30, 1999 compared to 15.4% in 1998. The increase is
due to the growth of the owner  operator fleet to 1,663 as of September 30, 1999
from 1,166 as of September 30, 1998 and an increase in logistics and  intermodal
revenue.

Rental expense as a percentage of operating  revenue was 4.1% for the first nine
months of 1999  versus  4.8% in 1998.  As noted  above,  the  percentage  of the
Company owned tractors  which the Company leases  decreased from 54% to 48% from
the third quarter of 1998 to the third quarter of 1999.  When it is economically
advantageous  to do so, the Company will purchase and then sell tractors that it
currently leases by exercising the purchase option contained in the lease. Gains
on these  activities  are recorded as a reduction of rent  expense.  The Company
recorded $3.2 million and $2.7 million in the first nine months of 1999 and 1998
respectively, from the sale of leased tractors.

                                       12

Depreciation and amortization  expense as a percentage of operating  revenue was
5.4 % and 5.2% in the first nine months of 1999 and 1998.  The Company  includes
gains and losses from the sale of owned revenue  equipment in  depreciation  and
amortization expense. During the nine month period ended September 30, 1999, net
gains from the sale of revenue equipment  reduced  depreciation and amortization
expense by approximately  $3.3 million compared to approximately $4.6 million in
the first nine months of 1998.  Exclusive of gains,  which reduced this expense,
depreciation and amortization  expense as a percentage of operating  revenue was
5.8% and 5.9% in the first nine months of 1999 and 1998, respectively.

Insurance and claims expense  represented 2.5% and 3.0% of operating  revenue in
the first nine  months of 1999 and 1998.  The  Company's  insurance  program for
liability, physical damage and cargo damage involves self-insurance with varying
risk  retention  levels.  Claims in excess of these  risk  retention  levels are
covered by insurance in amounts which management considers adequate. The Company
accrues the estimated  cost of the uninsured  portion of pending  claims.  These
accruals  and  the  related  provision  are  estimated  and  adjusted  based  on
management's  evaluation of the nature and severity of individual  claims and an
estimate of future claims  development  based on historical  claims  development
trends.

LIQUIDITY AND CAPITAL RESOURCES

The continued growth in the Company's business requires  significant  investment
in new  revenue  equipment,  upgraded  and  expanded  facilities,  and  enhanced
computer  hardware and  software.  The funding for this  expansion has been from
cash  provided  by  operating  activities,  proceeds  from the  sale of  revenue
equipment,  long-term debt,  borrowings on the Company's line of credit, the use
of operating  leases to finance the  acquisition  of revenue  equipment and from
periodic public offerings of common stock.

Net cash provided by operating  activities  was $105.2 million in the first nine
months of 1999  compared to $98.7  million in 1998.  The  increase is  primarily
attributable to an increase in net earnings,  depreciation  and amortization and
deferred income taxes offset by an increase in accounts receivable and a reduced
increase in accounts payable, accrued liabilities and claims accrual.

Net cash used in investing  activities  decreased to $114.3 million in the first
nine months of 1999 from $116.7  million in 1998.  The decrease is primarily due
to treasury  stock  purchases in 1998 that did not occur in 1999 and an increase
in payments  received on  equipment  sales  receivable  offset by an increase in
capital expenditures, net of proceeds from the sale of equipment.

As of September 30, 1999,  the Company had  commitments  outstanding  to acquire
replacement and additional revenue equipment for approximately $432 million. The
Company  has the option to cancel  such  commitments  upon 60 days  notice.  The
Company  believes  it has the  ability to obtain  debt and lease  financing  and
generate  sufficient  cash  flows from  operating  activities  to support  these
acquisitions of revenue equipment.

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During the first nine months of 1999, the Company incurred  approximately  $22.7
million of non-revenue equipment capital  expenditures.  These expenditures were
primarily for facilities and equipment.

The Company anticipates that it will expend approximately $12 million during the
remainder  of the year for  various  facilities  upgrades  and  acquisition  and
development of terminal facilities.  Factors such as costs and opportunities for
future terminal expansions may change the amount of such expenditures.

The funding for capital  expenditures has been and is anticipated to continue to
be  from a  combination  of  cash  provided  by  operating  activities,  amounts
available under the Company's line of credit and debt and lease  financing.  The
availability  of capital for revenue  equipment and other  capital  expenditures
will be affected by prevailing  market  conditions  and the Company's  financial
condition and results of operations.

Net cash provided by financing  activities amounted to $5.1 million in the first
nine  months  of 1999  compared  to $16.6  million  in 1998.  This  decrease  is
primarily  due to  decreased  borrowings  under the line of  credit  offset by a
reduction in repayments of long term debt.

Management  believes it will be able to finance  its needs for working  capital,
facilities improvements and expansion, as well as anticipated fleet growth, with
cash flows from future operations, borrowings available under the line of credit
and with long-term debt and operating lease  financing  believed to be available
to finance  revenue  equipment  purchases.  Over the long term, the Company will
continue to have significant capital requirements, which may require the Company
to seek  additional  borrowings  or equity  capital.  The  availability  of debt
financing or equity capital will depend upon the Company's  financial  condition
and results of operations as well as prevailing  market  conditions,  the market
price of the Company's common stock and other factors over which the Company has
little or no control.

The  Company  is  currently  negotiating  with  financial  institutions  for  an
additional  financing  facility to permit borrowings of up to $100 million.  The
Company now expects to have this facility in place during the fourth  quarter of
1999.

INFLATION

Inflation can be expected to have an impact on the Company's  operating costs. A
prolonged period of inflation would cause interest rates,  fuel, wages and other
costs to increase and would adversely affect the Company's results of operations
unless freight rates could be increased correspondingly.  However, the effect of
inflation has been minimal over the past three years.

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SEASONALITY

In the transportation industry,  results of operations generally show a seasonal
pattern as customers  reduce  shipments  after the winter  holiday  season.  The
Company's  operating  expenses  also  tend to be  higher  in the  winter  months
primarily  due to colder  weather,  which causes  higher fuel  consumption  from
increased idle time.

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative  Disclosure - There have been no material  changes in the Company's
market risk during the nine months ended September 30, 1999.

Qualitative  Disclosure  - This  information  is set  forth  on  page  17 of the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998
and is incorporated herein by reference.

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                  SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

                            PART II OTHER INFORMATION

Items 1, 2,
3, 4 and 5.    Not applicable

Item 6:        Exhibits and reports on Form 8-K

               (a)  Exhibit 11 - Schedule of  Computation  of Net  Earnings  Per
                    Share

                    Exhibit 27 - Financial Data Schedule

                    Exhibit  99 - Private  Securities  Litigation  Reform Act of
                    1995 Safe Harbor  Compliance  Statement for  Forward-Looking
                    Statements

               (b)  No Current  Reports on Form 8-K were filed  during the three
                    months ended September 30, 1999.

                                    SIGNATURE

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                        SWIFT TRANSPORTATION CO., INC.

Date: November 5, 1999                  /s/ William F. Riley III
                                        ----------------------------------------
                                                      (Signature)

                                                  William F. Riley III
                                                 Chief Financial Officer

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