As filed with the Securities and Exchange Commission on November 19, 1998

Registration No. 333-________

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Covenant Transport, Inc.
(Exact name of registrant as specified in its charter)

Nevada 88-0320154
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

400 Birmingham Highway, Chattanooga, Tennessee 37419
(Address of Principal Executive Offices) (Zip Code)

Covenant Transport, Inc. 1998 Non-Officer Incentive Stock Plan
(Full title of the plan)

David R. Parker
Chairman, President, and Chief Executive Officer
Covenant Transport, Inc.
400 Birmingham Highway
Chattanooga, Tennessee 37419
(423)821-5442
(Name, address, and telephone number of agent for service)

With Copies To:
Mark A. Scudder
Scudder Law Firm, P.C.
411 South 13th Street, Suite 200
Lincoln, Nebraska 68508
(402) 435-3223

Approximate date of proposed commencement date of sales pursuant to the plan: as
soon as practicable after the effective date of this registration statement.

CALCULATION OF REGISTRATION FEE

Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price aggregate offering Amount of
registered registered share price registration fee
Class A Common Stock 200,000 shares $16.3125 <F1> $3,262,500 <F1> $907
($0.01 par value)

<FN>
<F1> Estimated pursuant to Rule 457(c) of the Securities Act of 1933, as
amended (the "Securities Act") solely for purposes of calculating the
registration fee. The price is based upon the average of high and low
prices of Covenant Transport, Inc. Class A Common Stock on November 18,
1998, as reported on The Nasdaq National Market.
</FN>

Page 1 of 5 pages

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I, Items 1 and
2, will be delivered to employees in accordance with Form S-8 and Rule 428 under
the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated
by reference in this Registration Statement:

a. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;

b. The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1998, June 30, 1998, and September 30,
1998; and

c. The description of the Registrant's Class A Common Stock contained
under the caption Description of Registrant's Securities to be
Registered in the Registrant's registration statement on Form 8-A
filed September 30, 1994, which incorporates by reference the
information under the heading Description of Capital Stock in the
prospectus dated October 28, 1994, included in the Registrant's
Registration Statement on Form S-1 (No. 33-82978, effective October
28, 1994), including any amendment or report filed for the purpose
of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article VII of the Registrant's Articles of Incorporation ("Articles") and
Article X of the Registrant's Bylaws provide that the Registrant's directors and
officers shall be indemnified against liabilities they may incur while serving
in such capacities to the fullest extent allowed by the Nevada General
Corporation Law. Under these indemnification provisions, the Registrant is
required to indemnify

Page 2 of 5 pages

its directors and officers against any reasonable expenses (including attorneys'
fees) incurred by them in the defense of any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, to which they were
made a party, or in defense of any claim, issue, or matter therein, by reason of
the fact that they are or were a director or officer of the Registrant or while
a director or officer of the Registrant are or were serving at the Registrant's
request as a director, officer, partner, trustee, employee, or agent of another
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise unless it is ultimately determined by a court of competent
jurisdiction that they failed to act in a manner they believed in good faith to
be in, or not opposed to, the best interests of the Registrant, and with respect
to any criminal proceeding, had reasonable cause to believe their conduct was
lawful. The Registrant will advance expenses incurred by directors or officers
in defending any such action, suit, or proceeding upon receipt of written
confirmation from such officers or directors that they have met certain
standards of conduct and an undertaking by or on behalf of such officers or
directors to repay such advances if it is ultimately determined that they are
not entitled to indemnification by the Registrant. The Articles provide that the
Registrant may, through indemnification agreements, insurance, or otherwise,
provide additional indemnification. The Registrant has entered into
indemnification agreements with its directors and officers, pursuant to which
the Registrant agrees to indemnify such persons to the maximum extent against
expense or loss arising from any action, suit, or proceeding brought by reason
of the fact that any person is a director or officer of the Registrant.

Article VI of the Registrant's Articles eliminates, to the fullest extent
permitted by law, the liability of directors and officers for monetary or other
damages for breach of fiduciary duties to the Registrant and its stockholders as
a director or officer.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

Exhibit No. Exhibit
4.1 Restated Articles of Incorporation of Covenant Transport, Inc.
(incorporated by reference to Exhibit 3.1 to the Registration
Statement on Form S-1, File No. 33-82978 (the "Form S-1")).
4.2 Amended Bylaws of Covenant Transport, Inc. (incorporated by
reference to Exhibit 3.2 to the Form S-1).
5 Opinion of Scudder Law Firm, P.C. as to the validity of the shares
of Class A Common Stock, par value $0.01 per share.*
23.1 Consent of PricewaterhouseCoopers LLP*
23.2 Consent of Scudder Law Firm, P.C. (contained in Exhibit 5 hereto).
24 Power of Attorney*
99 Covenant Transport, Inc. 1998 Non-Officer Incentive Stock Plan*

* Filed herewith

Page 3 of 5 pages

ITEM 9. UNDERTAKINGS

a. Rule 415 Offering. The Registrant hereby undertakes:

1. To file, during any period in which offers or sales are
being made, a post- effective amendment to this registration
statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;

(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;

Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.

2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

b. Filing incorporating subsequent Exchange Act documents by
reference. The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

c. Request for acceleration of effective date or filing of
registration statement on Form S-8. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to
directors, officers, and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in
the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the
securities being registered, the

Page 4 of 5 pages

Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunder duly
authorized, in the City of Chattanooga, State of Tennessee November 19, 1998.

COVENANT TRANSPORT, INC.

By: /s/ Heidi Hornung Scherr, attorney-in-fact
David R. Parker, Chairman of the Board,
President, and Chief Executive Officer

Signature Title Date
Chairman of the Board, President, and
/s/ Heidi Hornung Scherr, attorney-in-fact Chief Executive Officer (principal November 19, 1998
David R. Parker executive officer)

/s/ Heidi Hornung Scherr, attorney-in-fact Treasurer and Chief Financial Officer November 19, 1998
Joey B. Hogan (principal financial and accounting officer)

/s/ Heidi Hornung Scherr, attorney-in-fact
R. H. Lovin, Jr. Director November 19, 1998

/s/ Heidi Hornung Scherr, attorney-in-fact
Michael W. Miller Director November 19, 1998

/s/ Heidi Hornung Scherr, attorney-in-fact
William T. Alt Director November 19, 1998

/s/ Heidi Hornung Scherr, attorney-in-fact
Hugh O. Maclellan, Jr. Director November 19, 1998

/s/ Heidi Hornung Scherr, attorney-in-fact
Mark A. Scudder Director November 19, 1998

/s/ Heidi Hornung Scherr, attorney-in-fact
Robert E. Bosworth Director November 19, 1998

Page 5 of 5 pages

* Filed herewith