FORM 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

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

For the Quarter Ended March 31, 2005

OR

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

Commission file number 0-11757

J.B. HUNT TRANSPORT SERVICES, INC.

(Exact name of registrant as specified in its charter)

Arkansas		71-0335111
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

615 J.B. Hunt Corporate Drive, Lowell, Arkansas 72745
(Address of principal executive offices, and Zip Code)

(479) 820-0000
(Registrant’s telephone number, including area code)

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 the past 90 days.

Yes ý

No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes ý

No o

The number of shares of the registrant’s $.01 par value common stock outstanding on March 31, 2005 was 79,216,433.

J.B. HUNT TRANSPORT SERVICES, INC.

Form 10-Q

For The Quarter Ended March 31, 2005

Table of Contents

Part I. Financial Information

Item 1. Consolidated Financial Statements

	Condensed Consolidated Statements of Earnings for the Three Months Ended March 31, 2005 and 2004

	Condensed Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2005 and 2004

	Notes to Condensed Consolidated Financial Statements as of March 31, 2005

Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

Part II. Other Information

Item 1. Legal Proceedings

Item 2. Changes in Securities

Item 3. Defaults Upon Senior Securities

Item 4. Submission of Matters to a Vote of Security Holders

Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K

Exhibits

Signatures

J.B. HUNT TRANSPORT SERVICES, INC.

Condensed Consolidated Statements of Earnings

(in thousands, except per share data)

(unaudited)

	Three Months Ended March 31
	2005		2004

Operating revenues	$	709,178	$	617,698

Operating expenses
Salaries, wages and employee benefits	200,883		189,964
Rents and purchased transportation	239,076		203,708
Fuel and fuel taxes	82,871		63,856
Depreciation and amortization	39,232		37,045
Operating supplies and expenses	31,654		28,721
Insurance and claims	11,755		13,024
Operating taxes and licenses	8,885		8,725
General and administrative expenses, net of gain or loss on asset dispositions	9,789		8,570
Communication and utilities	5,866		5,868
Total operating expenses	630,011		559,481
Operating income	79,167		58,217
Interest income	151		345
Interest expense	1,233		2,674
Equity in loss of associated company	851		469
Earnings before income taxes	77,234		55,419
Income taxes	29,735		22,445
Net earnings	$	47,499	$	32,974

Average basic shares outstanding	80,352		80,165

Basic earnings per share	$	.59	$	.41

Average diluted shares outstanding	83,205		82,965

Diluted earnings per share	$	.57	$	.40

See accompanying notes to condensed consolidated financial statements.

J.B. HUNT TRANSPORT SERVICES, INC.

Condensed Consolidated Balance Sheets

(in thousands)

	March 31, 2005		December 31, 2004
	(unaudited)

ASSETS
Current assets:
Cash and cash equivalents	$	1,952	$	23,838
Accounts receivable	300,111		289,146
Income tax receivable	19,418		19,418
Prepaid expenses and other	122,929		131,640
Total current assets	444,410		464,042
Property and equipment	1,470,899		1,450,023
Less accumulated depreciation	460,402		438,644
Net property and equipment	1,010,497		1,011,379
Other assets	23,854		16,285
	$	1,478,761	$	1,491,706

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	161,733	$	180,018
Accrued payroll	43,840		73,750
Claims accruals	17,786		18,535
Other accrued expenses	10,158		10,504
Deferred income taxes	37,853		25,414
Total current liabilities	271,370		308,221

Borrowings under revolving line of credit	68,000		—
Other long-term liabilities	41,583		40,294
Deferred income taxes	297,400		282,241
Stockholders’ equity	800,408		860,950
	$	1,478,761	$	1,491,706

See accompanying notes to condensed consolidated financial statements.

J.B. Hunt Transport Services, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Three Months Ended March 31
	2005			2004
Cash flows from operating activities:
Net earnings	$	47,499		$	32,974
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	39,232			37,045
(Gain) loss on sale of revenue equipment	(1,015		)	1,923
Deferred income taxes	27,598			19,234
Equity in loss of associated company	851			469
Tax benefit of stock options exercised	1,194			962
Amortization of discount, net	—			24
Changes in operating assets and liabilities:
Trade accounts receivable	(10,965		)	(12,467		)
Other assets	9,751			11,133
Trade accounts payable	(18,285		)	(15,732		)
Claims accruals	(749		)	(44		)
Accrued payroll and other accrued expenses	(28,967		)	(5,227		)
Net cash provided by operating activities	66,144			70,294
Cash flows from investing activities:
Additions to property and equipment	(61,229		)	(136,512		)
Proceeds from sale of equipment	23,894			66,832
Increase in other assets	(9,460		)	(477		)
Net cash used in investing activities	(46,795		)	(70,157		)
Cash flows from financing activities:
Proceeds from revolving line of credit	68,000			—
Principal payments under capital lease obligations	—			(26,985		)
Issuance (acquisition) of treasury stock	(99,512		)	849
Dividends paid	(9,723		)	—
Net cash used in financing activities	(41,235		)	(26,136		)
Net decrease in cash and cash equivalents	(21,886		)	(25,999		)
Cash and cash equivalents at beginning of period	23,838			58,112
Cash and cash equivalents at end of period	$	1,952		$	32,113
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	458		$	3,813
Income taxes	943			2,250

See accompanying notes to condensed consolidated financial statements.

J.B. HUNT TRANSPORT SERVICES, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

Our condensed consolidated financial statements included in this Form 10-Q have been prepared without audit (except that the balance sheet information as of December 31, 2004 has been derived from consolidated financial statements which were audited) in accordance with the rules and regulations of the Securities and Exchange Commission. Although certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted, we believe that the disclosures are adequate to make the information presented not misleading. You should read the accompanying condensed consolidated financial statements in conjunction with the audited financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2004.

We believe that all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented have been made. The results of operations for the interim periods presented in this report are not necessarily indicative of the results to be expected for the full calendar year ending December 31, 2005.

2. Stock-based Compensation

We have adopted the intrinsic value based method of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations in accounting for compensation costs for our stock option plans. Accordingly, compensation expense is recognized on the date of grant only if the current market price of the underlying common stock at date of grant exceeds the exercise price.

Had we determined compensation cost based on the fair value at the grant date for our stock options under Statement of Financial Accounting Standard No. 123, Accounting for Stock-based Compensation (SFAS No. 123), our net earnings would have been reduced to the pro forma amounts indicated below. All amounts in the table, except per share amounts, are in thousands.

	Three Months Ended March 31
	2005		2004
Net earnings as reported	$	47,499	$	32,974

Total stock-based compensation expense determined under fair value based methods for all awards, net of taxes	1,128		1,245
Pro forma	$	46,371	$	31,729

Basic earnings per share

As reported	$	.59	$	.41

Pro forma	$	.58	$	.40

Diluted earnings per share

As reported	$	.57	$	.40

Pro forma	$	.56	$	.38

3. Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 153, Exchanges of Nonmonetary Assets . This Statement amends the guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions . APB 29 provided an exception to the basic measurement principle (fair value) for exchanges of similar assets, requiring that some nonmonetary exchanges be recorded on a carryover basis. SFAS 153 eliminates the exception to fair value for exchanges of similar productive assets and replaces it with a general exception for exchange transactions that do not have commercial substance, that is, transactions that are not expected to result in significant changes in the cash flows of the reporting entity. The provisions of SFAS 153 are effective for exchanges of nonmonetary assets occurring in fiscal periods beginning after June 15, 2005. As of March 31, 2005, we believe that SFAS 153 will have no significant effect on our financial position, results of operations and cash flows.

In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment . SFAS No. 123(R) is a revision of SFAS No. 123, Accounting for Stock-Based Compensation , and supersedes APB 25. Among other items, SFAS 123(R) eliminates the use of APB 25 and intrinsic value method of accounting, and requires companies to recognize the cost of employee services received in exchange for awards of equity instruments, based on the grant date fair value of those awards, in the financial statements. In accordance with SFAS No. 123(R), the cost will be based on the grant-date fair value of the award and will be recognized over the period for which an employee is required to provide service in exchange for the award. For public entities that do not file as small business issuers, the provisions of the revised statement were to be applied in the first interim or annual period beginning after June 15, 2005. On April 14, 2005, the Securities and Exchange Commission announced that it would provide for phased-in implementation of SFAS 123(R). In accordance with this new implementation process, we are required to adopt SFAS 123(R) no later than January 1, 2006. While we are currently evaluating the impact SFAS 123(R) will have on our financial results, we do not expect the impact to differ materially from the pro forma disclosures currently required by FAS 123 (see “Stock-based Compensation”).

4. Debt (in thousands)

	March 31, 2005		December 31, 2004

Borrowings under revolving line of credit	$	68,000	$	—

Less current maturities	—		—
	$	68,000	$	—

At March 31, 2005, we were authorized to borrow up to $150 million under an existing revolving line of credit and had a $68 million balance outstanding under that agreement. On April 27, 2005, we terminated the existing three-year agreement, which would have expired on November 14, 2005, and replaced it with a new, five-year agreement for the same amount. The new agreement, which expires in April of 2010, provides for reduced rates and fees and also contains covenants which are less restrictive than our previous agreement. The interest rate applicable to borrowings under the new agreement is based on either the prime rate or LIBOR plus an applicable margin based on the level of borrowings. Amounts outstanding under the revolving line of credit of $68 million at March 31, 2005, have been classified on the balance sheet based on the terms of the new agreement.

5. Capital Stock

We have a stock option plan (Management Incentive Plan) that provides for the awarding of our common stock and stock options to key employees. A summary of the restricted and non-qualified options to purchase our common stock follows:

	Number of shares		Weighted average exercise price per share		Number of shares exercisable
Outstanding at December 31, 2004	6,920,084		$	14.31	459,262

Granted	22,500		44.05

Exercised	(94,134	)	8.71

Outstanding at March 31, 2005	6,848,450		$	14.49	477,128

At our stockholders’ meeting on April 21, 2005, an amendment was approved to increase the number of total authorized shares of our common stock from 100 million to one billion.

At our stockholders’ meeting on April 21, 2005, an amendment was approved to increase the number of shares reserved for issuance under the Management Incentive Plan from 17 million to 22 million.

We announced on April 21, 2005 that our Board of Directors declared a two for one stock split on our common stock, payable May 23, 2005, to stockholders of record on May 2, 2005.

We announced on April 21, 2005 that our Board of Directors declared the regular quarterly dividend of $0.12 per common share, payable on a pre-split basis on May 16, 2005, to stockholders of record on May 2, 2005.

We announced on April 21, 2005 that our Board of Directors authorized up to $500 million in additional purchases of our common stock over the next five years. A previous authorization on December 10, 2004 for up to $100 million of stock purchases was completed in March of 2005.

6. Earnings Per Share

We compute basic earnings per share by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding for the reporting period. Diluted earnings per share reflects the potential dilution that could occur if holders of options or other contracts to issue common stock exercised or converted their holdings into common stock. Outstanding stock options represent the only dilutive effects on weighted average shares. The table below presents a reconciliation between basic and diluted weighted average shares outstanding and the related earnings per share. All amounts in the table, except per share amounts, are expressed in thousands.

	Three Months Ended March 31
	2005		2004

Net earnings	$	47,499	$	32,974

Basic weighted average shares outstanding	80,352		80,165

Dilutive effect of stock options	2,853		2,800

Diluted weighted average shares outstanding	83,205		82,965

Basic earnings per share	$	.59	$	.41

Diluted earnings per share	$	.57	$	.40

We had some options to purchase shares of common stock which were outstanding during the periods shown, but were excluded from the computation of diluted earnings per share because the option price was greater than the average market price of the common shares. A summary of those options follows:

	Three Months Ended March 31
	2005	2004

Number of shares under option	6,500	25,000

Range of exercise price	$48.54 - $48.86	$	27.82

7. Comprehensive Income

Comprehensive income consists of net earnings and foreign currency translation adjustments. During the three months ended March 31, 2005 and 2004, comprehensive income was equal to net earnings.

8. Income Taxes

The effective income tax rate for the three month period ended March 31, 2005 was 38.5%, compared with 40.5% in 2004. In determining our quarterly provision for income taxes, we use an estimated annual effective tax rate, which is based on our expected annual income, statutory tax rates and best estimate of non-deductible and non-taxable items of income and expense and the ultimate outcome of tax audits. The lower effective income tax rate in 2005 reflects changes in estimates of state income taxes and non-deductible and non-taxable items as they relate to expected annual income.

In 1999, we entered into a series of transactions effecting a sale and leaseback of a portion of our Intermodal container and chassis fleet for a selling price of approximately $175 million. This transaction was examined by the IRS in an audit of our 1998 and 1999 tax returns. In December 2003, we received an IRS Notice of Proposed Assessment which disallows the tax benefits associated with these transactions, and as a result, we have filed an appeal in the matter. We have had preliminary discussions with the IRS Appeals Division and have been informed that the IRS Examination Division has been instructed to perform additional work since their case had not been developed adequately for the appellate hearing. To date, we have not been contacted by the IRS Examination Division to provide any additional information for their review. If a resolution of the matter cannot be reached in the appeals process, the IRS will forward a 90 day letter, also known as a Notice of Deficiency. A resolution of the dispute could occur at any point in the administrative process or could extend through a trial and court appeals. If we are unsuccessful in defending this transaction, we could owe additional taxes and interest. In 2003, after receiving the IRS Notice of Proposed Assessment and reviewing applicable accounting literature, we reversed the 2003 expected non-cash tax benefits of approximately $7.7 million recognized during 2003, and suspended any further recognition of the benefit. Based on events occurring subsequent to December 31, 2004, we established a reserve for a contingent tax liability of $33.6 million at December 31, 2004. The liability for this contingency, which included estimated interest expense, was included on our consolidated balance sheet at December 31, 2004 as a long-term liability. We accrued an additional $625,000 of interest expense during the first quarter of 2005 related to this contingency. We continue to believe our tax positions comply with applicable tax law for which we received advice and opinions from our then external public accountants and attorneys prior to entering into these transactions and we continue to vigorously defend against the IRS position using all administrative and legal processes available. If the IRS were successful in disallowing 100% of the tax benefit from this transaction, the total ultimate impact on liquidity could be approximately $44 million, excluding interest.

9. Legal Proceedings

We are currently engaged in an arbitration process with the Burlington Northern Santa Fe (BNSF) railroad to clarify certain financial and operating terms in our Joint Service Agreement (JSA). BNSF provides a significant amount of rail transportation services to our JBI business segment. The JSA is an agreement

between BNSF and us, which was signed in 1996, and defines a number of financial and operating arrangements relative to our intermodal business. The JSA specifies arbitration as the method of resolving disagreements if a mediation process does not result in resolution. We were unable to resolve our differences with BNSF through mediation during the second quarter of 2004.

The current arbitration process commenced on July 7, 2004. According to the JSA, any amounts due us or payable to BNSF, including professional fees, determined through the arbitration process, could be retroactive to July 7, 2004. Both parties have continued to exchange and analyze data during late 2004 and early 2005. Formal arbitration proceedings commenced on April 18, 2005. At this time, we are unable to reasonably predict the outcome of this process and, as such, no gain or loss contingency can be determined to be recorded or disclosed. Normal commercial business activity between the parties, including load tendering, load tracing, billing and payments, continues on a timely basis.

We are involved in certain other claims and pending litigation arising from the normal conduct of business. Based on the present knowledge of the facts and, in certain cases, opinions of outside counsel, we believe the resolution of these claims and pending litigation will not have a material adverse effect on our financial condition, our results of operations or liquidity.

10. Business Segments

We operated three distinct business segments during the three months ended March 31, 2005 and 2004. These segments included: Truck (JBT), Intermodal (JBI) and Dedicated Contract Services (DCS). The operation of each of these businesses is described in footnote (11) of our annual report (Form 10-K) for the year ended December 31, 2004. A summary of certain segment information is presented below (in millions):

	Assets
	As of March 31
	2005			2004
JBT	$	695		$	754
JBI	508			378
DCS	328			301
Other (includes corporate)	(52		)	(79		)
Total	$	1,479		$	1,354

	Operating Revenues
	For The Three Months Ended March 31
	2005			2004
JBT	$	232		$	210
JBI	287			242
DCS	195			170
Subtotal	714			622
Inter-segment eliminations	(5		)	(4		)
Total	$	709		$	618

	Operating Income
	For The Three Months Ended March 31
	2005		2004
JBT	$	24.4	$	14.7
JBI	34.5		29.1
DCS	20.1		14.3
Other (includes corporate)	0.2		0.1
Total	$	79.2	$	58.2

	Depreciation and Amortization Expense
	For The Three Months Ended March 31
	2005		2004
JBT	$	16	$	16
JBI	6		5
DCS	15		13
Other (includes corporate)	2		3
Total	$	39	$	37

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

You should refer to the attached interim condensed consolidated financial statements and related notes and also to our annual report (Form 10-K) for the year ended December 31, 2004 as you read the following discussion. We may make statements in this report that reflect our current expectation regarding future results of operations, performance and achievements. These are “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995, and are based on our belief or interpretation of information currently available. You should realize there are many risks and uncertainties that could cause actual results to differ materially from those described. Some of the factors and events that are not within our control and could have a significant impact on future operating results are general economic conditions, cost and availability of diesel fuel, accidents, adverse weather conditions, competitive rate fluctuations, availability of drivers, adverse legal decisions and audits or tax assessments of various federal, state or local taxing authorities, including the Internal Revenue Service. You should also refer to Item 7 of our annual report (Form 10-K) for the year ended December 31, 2004, for additional information on risk factors and other events that are not within our control. Current and future changes in fuel prices could result in significant fluctuations of quarterly earnings. Our future financial and operating results may fluctuate as a result of these and other risk factors as described from time to time in our filings with the Securities and Exchange Commission.

GENERAL

We are one of the largest full-load transportation companies in North America. We operate three distinct, but complementary, business segments and provide a wide range of general and specifically tailored freight and logistics services to our customers. We generate revenues primarily from the actual movement of freight from shippers to consignees and from serving as a logistics provider by offering or arranging for others to provide the transportation service. We account for our business on a calendar year basis with our full year ending on December 31 and our quarterly reporting periods ending on March 31, June 30 and September 30.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that impact the amounts reported in our consolidated financial statements and accompanying notes. Therefore, the reported amounts of assets, liabilities, revenues, expenses and associated disclosures of contingent assets and liabilities are affected by these estimates. We evaluate these estimates on an ongoing basis, utilizing historical experience, consultation with experts and other methods considered reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from our estimates. Any effects on our business, financial position or results of operations resulting from revisions to these estimates are recognized in the accounting period in which the facts that give rise to the revision become known.

We consider our critical accounting policies and estimates to be those that require us to make more significant judgments and estimates when we prepare our financial statements and include the following:

Workers’ Compensation and Accident Costs

We purchase insurance coverage for a portion of expenses related to employee injuries (workers’ compensation), vehicular collisions and accidents and cargo claims. Most insurance arrangements include a level of self-insurance (deductible) coverage applicable to each claim, but provide an umbrella policy to limit our exposure to catastrophic claim costs that are completely insured. The amounts of self-insurance change from time to time based on certain measurement dates and policy expiration dates. During 2004, we were self-insured for a portion of our claims exposure resulting from cargo loss, personal injury, property damage,

workers’ compensation and health claims for amounts up to the first $2 million for auto accidents and $1 million for workers’ compensation claims. These same levels of self-insurance are in effect for 2005.

Our claims accrual policy for all self-insured claims is to recognize a liability at the time of the incident based on our analysis of the nature and severity of the claims, analyses provided by third-party claims administrators, as well as legal, economic and regulatory factors. Our safety and claims personnel work directly with representatives from the insurance companies to continually update the estimated cost of each claim. The ultimate cost of a claim develops over time as additional information regarding the nature, timing and extent of damages claimed becomes available. Accordingly, we use an actuarial method to develop current claim information to derive an estimate of our ultimate claim liability. This process involves the use of loss-development factors based on our historical claims experience. In doing so, the recorded ultimate liability considers future claims growth and provides an allowance for incurred-but-not-reported claims. We do not discount our estimated losses. We are also substantially self-insured for loss of and damage to our owned and leased revenue equipment. At March 31, 2005, we had approximately $9.5 million of estimated claims payable. In addition, we are required to pay certain advanced deposits and monthly premiums. At March 31, 2005, we had a prepaid insurance asset of approximately $47 million, which represented pre-funded claims and premiums.

Revenue Equipment

We operate a significant number of tractors, trailers and containers in connection with our business. This equipment may be purchased or acquired under capital or operating lease agreements. In addition, we may rent revenue equipment from third parties and various railroads under short-term rental arrangements. Revenue equipment which is purchased is depreciated on the straight-line method over the estimated useful life down to an estimated salvage or trade-in value. Equipment acquired under capital leases is initially recorded at the net present value of the minimum lease payments and amortized on the straight-line method over the lease term or the estimated useful life, whichever is shorter.

We have an agreement with our primary tractor supplier for guaranteed residual or trade-in values for certain new equipment acquired since 1999. We have utilized the guaranteed trade-in values as well as other operational information, such as anticipated annual miles, in accounting for purchased and leased tractors. If our tractor supplier was unable to perform under the terms of our agreement for guaranteed trade-in values, it could have a materially negative impact on our financial results.

Revenue Recognition

We recognize revenue based on the relative transit time of the freight transported. Accordingly, a portion of the total revenue which will be billed to the customer once a load is delivered is recognized in each reporting period based on the percentage of the freight pickup and delivery service that has been completed at the end of the reporting period.

Segments

We operated three segments during the first quarter of 2005 and 2004. The operation of each of these businesses is described in footnote (11) of our annual report (Form 10-K) for the year ended December 31, 2004.

RESULTS OF OPERATIONS

Summary of Operating Segments Results

For The Three Months Ended March 31

(dollars in millions)

	Operating Revenue									Operating Income
	2005				2004			% Change		2005		2004
JBT	$		232		$	210		10	%	$	24.4	$	14.7
JBI	287				242			19		34.5		29.1
DCS	195				170			15		20.1		14.3
Other	—				—			—		.2		.1
Subtotal	714				622			15	%	79.2		58.2
Inter-segment eliminations	(5			)	(4		)	—		—		—
Total	$	709			$	618		15	%	$	79.2	$	58.2

Overview

Our total consolidated operating revenue for the first quarter of 2005 was $709 million, an increase of approximately 15% over the $618 million in the first quarter of 2004. Fuel surcharge had an impact on this comparison. If the amount of fuel surcharge revenue was excluded from both the 2005 and 2004 periods, consolidated operating revenue would have increased by 10%.

JBT segment revenue totaled $232 million for the first quarter of 2005, an increase of 10% over the $210 million in the first quarter of 2004. If the amount of fuel surcharge revenue was excluded from both the 2005 and 2004 periods, segment revenue would have increased 6%. This 6% increase in revenue was primarily a result of an approximate 8.2% increase in revenue per loaded mile, exclusive of fuel surcharges, partly offset by a small decline in the size of the tractor fleet. This increase in revenue per loaded mile also enhanced operating income. In addition, significantly lower accident and workers’ compensation costs in 2005 contributed to the improvement in segment operating income. JBT operating income for the first quarter of 2005 was $24.4 million, compared with $14.7 million in 2004. The operating ratio of the JBT segment was 89.5% in 2005 and 93.0% in 2004.

JBI segment revenue increased 19%, to $287 million during the first quarter of 2005, compared with $242 million in 2004. If the amount of fuel surcharge revenue was excluded from both the 2005 and 2004 periods, the increase in JBI revenue would have been 13%. The 13% increase in segment revenue was primarily a result of 7.1% higher revenue per loaded mile, exclusive of fuel surcharges, and a 4% increase in load volume. Operating income of the JBI segment rose to $34.5 million in the first quarter of 2005 from $29.1 million in 2004, primarily due to the increase in revenue. The operating ratio of the JBI segment was 88.0% in both 2005 and 2004.

DCS segment revenue grew 15%, to $195 million in 2005, from $170 million in 2004. If fuel surcharge revenue was excluded from both the 2005 and 2004 periods, the increase in DCS revenue would have been 10%. This 10% increase in DCS segment revenue was driven by a 7.5% increase in the size of the tractor fleet and a 2.5% increase in net revenue per tractor, excluding fuel surcharges. Operating income of our DCS segment climbed to $20.1 million in 2005, from $14.3 million in 2004. The DCS operating ratio was 89.7% in 2005 and 91.6% in 2004. Improvements in operating income were driven by improved productivity and pricing and reduced accident and workers’ compensation expenses.

The following table sets forth items in our Condensed Consolidated Statements of Earnings as a percentage of operating revenues and the percentage increase or decrease of those items as compared with the prior period.

	Three Months Ended March 31
	Percentage of Operating Revenues				Percentage Change Between Quarters
	2005		2004		2005 vs. 2004
Operating revenues	100.0	%	100.0	%	14.8	%
Operating expenses
Salaries, wages and employee benefits	28.3	%	30.8	%	5.8	%
Rents and purchased transportation	33.7		33.0		17.4
Fuel and fuel taxes	11.7		10.3		29.8
Depreciation and amortization	5.5		6.0		5.9
Operating supplies and expenses	4.5		4.6		10.2
Insurance and claims	1.7		2.1		(9.7	)
Operating taxes and licenses	1.3		1.4		1.8
General and administrative expenses, net of gain or loss on asset dispositions	1.4		1.4		14.2
Communication and utilities	0.8		0.9		—
Total operating expenses	88.8		90.6		12.6
Operating income	11.2		9.4		36.0
Interest income	0.0		0.1		(56.2	)
Interest expense	.2		.4		(53.9	)
Equity in loss of associated companies	.1		.1		81.5
Earnings before income taxes	10.9		9.0		39.4
Income taxes	4.2		3.6		32.5
Net earnings	6.7	%	5.3	%	44.1	%

Consolidated Operating Expenses

Total operating expenses increased 12.6%, while operating revenues rose 14.8% during the first quarter of 2005, over the comparable period of 2004. The combination of the change in these two categories resulted in our operating ratio improving by 180 basis points to 88.8% in 2005, from 90.6% in 2004. As previously mentioned, increases in revenue per loaded mile, exclusive of fuel surcharges, and lower casualty and workers’ compensation claims costs were two of the more significant factors driving these changes.

Salaries, wages and employee benefit costs increased 5.8% in 2005 over 2004, but declined to 28.3% of revenue in 2005, from 30.8% in 2004. While we continue to increase various levels of driver compensation as required to attract and retain quality drivers, we, to date, have been able to recover the majority of these higher costs through rate increases. Rents and purchased transportation costs rose 17.4% in 2005, primarily due to additional funds paid to railroads and drayage companies, related to our JBI business growth, and to the expansion of our independent contractor fleet.

Fuel cost per gallon was approximately 30% higher in 2005, over 2004. We have fuel surcharge programs in place with the majority of our customers that allow us to adjust charges relatively quickly when fuel costs change. We were able to recover substantially all of our increased fuel costs experienced during the first quarter of 2005. The 10.2% increase in operating supplies and expenses was partly due to increased maintenance and tire costs incurred relative to our aging trailing equipment.

The decline in insurance and claims costs was primarily a result of lower accident and claims experience in 2005. We continue to make safety a primary focus item throughout our entire organization. The category of general and administrative expenses includes driver recruiting and testing, legal and professional fees and bad debt expense. These mentioned expenses all rose in 2005. Gains and losses on asset dispositions are also classified in this expense category. We experienced a net gain of approximately $1 million in 2005, compared with a $1.9 million loss in 2004.

Interest expense declined significantly in 2005, primarily due to lower levels of debt. We also paid off all our remaining capital lease obligations in late 2004. Our effective income tax rate was 38.5% in 2005 and 40.5% in 2004. In determining our quarterly provision for income taxes, we use an estimated annual effective tax rate, which is based on our expected annual income, statutory tax rates and best estimate of non-deductible and non-taxable items of income and expense and the ultimate outcome of tax audits. The lower effective income tax rate in 2005 reflects changes in estimates of state income taxes and non-deductible and non-taxable items as they relate to expected annual income. See “Risk Factors” for additional information on income taxes.

We expect our effective income tax rate to approximate 39.0% for calendar year 2005.

The equity in loss of associated company item on our consolidated statement of earnings reflects our share of the operating results for Transplace, Inc. (TPI).

Liquidity and Capital Resources

Cash Flow

We typically generate significant amounts of cash from operating activities. Net cash provided by operating activities totaled $66 million during the first three months of 2005, compared with $70 million for the same period of 2004. Our higher level of net earnings and the impact of deferred income taxes in 2005, relative to 2004, positively impacted net cash provided by operating activities. These increases in net cash were offset in 2005, relative to 2004, by cash used for trade accounts payable and accrued payroll and other accrued expenses. Net cash used in investing activities was $47 million in 2005, compared with $70 million in 2004. The lower level of cash used in investing activities during the current quarter was primarily due to fewer new tractors being purchased or upgraded relative to 2004. Net cash used in financing activities was $41 million in 2005 and $26 million in 2004. While we had no balance sheet debt at December 31, 2004, cash was used to purchase treasury stock and pay dividends during the current quarter. The majority of this cash was provided from our revolving line of credit.

Selected Balance Sheet Data

	As of
	March 31, 2005		December 31, 2004	March 31, 2004
Working capital ratio	1.64		1.51	1.05

Current maturities of long-term debt, current installments of obligations under capital leases and line-of-credit borrowings (millions)	—		—	$	145

Total debt, obligations under capital leases and line-of-credit borrowings (millions)	$	68	—	$	145

Total debt to equity	.09		.24	.20

Total debt as a ratio to total capital	.08		.20	.16

At December 31, 2004, we had no balance sheet debt. During the first quarter of 2005, we utilized $68 million of borrowings under our revolving line of credit to fund approximately $100 million of treasury stock purchases and to pay our regular quarterly dividend.

Liquidity

Our need for capital typically has resulted from the acquisition of revenue equipment to support growth and the replacement of older tractors and trailing equipment with new, late model equipment. We are frequently able to accelerate or postpone some equipment replacements depending on market conditions. In the past we have obtained capital through public stock offerings, debt financing, revolving lines of credit and cash generated from operations. We have also utilized capital and operating leases, from time to time, to acquire revenue equipment. Equipment acquired under capital leases is initially recorded at the net present value of the minimum lease payments. We have an agreement with our primary tractor supplier for guaranteed residual or trade-in values for certain equipment on capitalized leases. We have utilized these values in accounting for these capitalized leases. To date, none of our operating leases contain any guaranteed residual value clauses.

At March 31, 2005, we were authorized to borrow up to $150 million under an existing revolving line of credit and had a $68 million balance outstanding under that agreement. On April 27, 2005, we terminated the existing three-year agreement, which would have expired on November 14, 2005, and replaced it with a new, five-year agreement for the same amount. The new agreement, which expires in April of 2010, provides for reduced rates and fees and also contains covenants which are less restrictive than our previous agreement. The amounts presented below related to the revolving line of credit have been presented based on the terms of the new agreement.

We believe that our liquid assets, cash generated from operations and new revolving line of credit will provide sufficient funds for our operating and capital requirements for the foreseeable future.

	Contractual Cash Obligations As of March 31, 2005 Amounts Due by Period (dollars in millions )
	Total		One Year Or Less		One To Three Years		Four To Five Years		After Five Years
Operating leases	$	146	$	58	$	75	$	9	$	4
Revolving line of credit	68		—		—		68		—
Subtotal	$	214	$	58	$	75	$	77	$	4
Commitments to acquire revenue equipment	126		126		—		—		—
Facilities	6		6		—		—		—
Total	$	346	$	190	$	75	$	77	$	4

	Financing Commitments Expiring By Period As of March 31, 2005 (dollars in millions)
	Total		One Year Or Less		One To Three Years		Four To Five Years		After Five Years
Revolving credit arrangements	$	150	$	—	$	—	$	150	$	—
Standby letters of credit	19		19		—		—		—
Total	$	169	$	19	$	—	$	150	$	—

Our net capital expenditures were $37 million during the first three months of 2005, compared with $70 million for the same period of 2004. As mentioned above, the reduced level of capital expenditures in 2005 was primarily due to fewer tractor purchases and upgrades. We are currently committed to spend approximately $132 million, net of $72 million of expected proceeds from sale or trade-in allowances, on revenue equipment and construction of new facilities.

Risk Factors

You should refer to Item 7 of our annual report (Form 10-K) for the year ended December 31, 2004, under the caption “Risk Factors” for specific details on the following factors and events that are not within our control and could affect our financial results.

• Our business is subject to general economic and business factors that are largely out of our control, any of which could have a material adverse effect on our results of operations.

• We operate in a highly competitive and fragmented industry. Numerous factors could impair our ability to maintain our current profitability and to compete with other carriers and private fleets.

• We derive a significant portion of our revenue from a few major customers, the loss of one or more of which could have a material adverse effect on our business.

• We depend on third parties in the operation of our business.

• We are currently engaged in an arbitration process with the Burlington Northern Santa Fe (BNSF) railroad to clarify certain financial and operating terms in our Joint Service Agreement (JSA).

As previously reported, we are currently engaged in an arbitration process with the Burlington Northern Santa Fe (BNSF) railroad to clarify certain financial and operating terms in our Joint Service Agreement (JSA). BNSF provides a significant amount of rail transportation services to our JBI business segment. The JSA is an agreement between BNSF and us, which was signed in 1996, and defines a number of financial and operating arrangements relative to our intermodal business. The JSA specifies arbitration as the method of resolving disagreements if a mediation process does not result in resolution. We were unable to resolve our differences with BNSF through mediation during the second quarter of 2004.

• Difficulty in attracting drivers could affect our profitability and ability to grow.

• Ongoing insurance and claims expenses could significantly reduce our earnings.

• The Internal Revenue Service (IRS) has proposed to disallow the tax benefits associated with certain sale-and-leaseback transactions.

• Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties.

• We operate in a highly regulated industry, and increased direct and indirect costs of compliance with, or liability for violation of, existing or future regulations could have a material adverse effect on our business.

• Rapid changes in fuel costs can impact our periodic financial results.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our earnings are affected by changes in short-term interest rates as a result of our use of revolving lines of credit. From time to time we utilize interest rate swaps to mitigate the effects of interest rate changes; none were outstanding at March 31, 2005. Risk can be estimated by measuring the impact of a near-term adverse movement of 10% in short-term market interest rates. If short-term market interest rates average 10% more during the next twelve months, there would be no material adverse impact on our results of operations based on variable rate debt outstanding at March 31, 2005.

Although we conduct business in foreign countries, international operations are not material to our consolidated financial position, results of operations or cash flows. Additionally, foreign currency transaction gains and losses were not material to our results of operations for the three months ended March 31, 2005. Accordingly, we are not currently subject to material foreign currency exchange rate risks from the effects that exchange rate movements of foreign currencies would have on our future costs or on future cash flows we

would receive from its foreign investment. To date, we have not entered into any foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuation in foreign currency exchange rates.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our internal controls and disclosure controls. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2005, in alerting them on a timely basis to material information required to be disclosed by us in our periodic reports to the Securities and Exchange Commission.

In addition, there were no changes in our internal control over financial reporting during our first quarter of 2005 that have materially affected, or are reasonably likely to materially effect, our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

We are currently engaged in an arbitration process with the Burlington Northern Santa Fe railroad (BNSF) to clarify certain financial and operating terms in our Joint Service Agreement (JSA). See “Risk Factors” for additional information on this matter.

Item 2. Changes in Securities

The following table provides information regarding our purchases of J.B. Hunt Transport Services, Inc. common stock during the periods indicated.

Period	Total Number of Shares Purchased	Average Price Paid Per Share		Authorization Remaining
1/1/2005-1/31/2005	374,400	$	41.74	$	84,372,764

2/1/2005-2/28/2005	1,444,600	44.76		19,713,987

3/1/2005-3/31/2005	444,750	44.32		1,682

Total	2,263,750	$	44.17	$	1,682

The purchases above were made pursuant to a program adopted by our Board of Directors on December 14, 2004. At that time our Board authorized the purchase of up to $100 million worth of our common stock. On April 21, 2005, our Board adopted a new program that authorized the purchase of up to $500 million of our common stock over the next five years.

Item 3. Defaults Upon Senior Securities

None applicable.

Item 4. Submission of Matters to a Vote of Security Holders

Our annual meeting of stockholders was held on April 21, 2005. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934. Our board of directors is divided into three classes, one of which stands for election each year. The Class I directors include Johnelle D. Hunt, Kirk Thompson, Leland E. Tollett and John A. White. The Class I directors were re-elected at the shareholders’ meeting for a term of three years and until their successors are duly elected and qualified. Coleman H. Peterson, who was appointed as a new Class II director in May of 2004, was also re-elected at the shareholders’ meeting for a one-year term. The term of our Class II directors, Thomas L. Hardeman, James L. Robo and Coleman H. Peterson, will continue until 2006. The term of our Class III directors, John A. Cooper, Jr., Wayne Garrison and Bryan Hunt will continue until 2007. Four Class I directors and one Class II director were elected at this Shareholders’ Meeting. The vote tabulations regarding the election of the directors are indicated below:

		Votes
		For	Against	Abstained	Broker Non-Votes
1.	To elect four (4) Class I directors for a term of three (3 years each and one (1) Class II director for a term of one (1) year	69,744,787	0	5,486,737	0

2.	To approve an increase in authorized shares from 100 million to one billion	41,927,522	33,289,999	14,003	0

3.	To amend the Company’s Management Incentive Plan increasing the number of shares reserved for issuance from 17 million to 22 million	39,709,064	28,867,715	81,822	6,572,923

There was no solicitation in opposition to our nominees for Directors as listed in the proxy statement and no nominee received less than ninety-two percent of the shares voted. No additional business or other matters came before the meeting or any adjournment thereof.

Item 5. Other Information

We announced on April 21, 2005 that our Board of Directors declared a two for one stock split on our common stock, payable May 23, 3005, to stockholders of record on May 2, 2005.

Item 6. Exhibits and Reports on Form 8-K

a) Exhibits

See Index to Exhibits

b) Reports on Form 8-K

On March 9, 2005 we filed a current report on Form 8-K announcing an update on a tax audit and the establishment of a $33.6 million reserve for a contingent tax liability.

On March 29, 2005 we filed a current report on Form 8-K announcing that our Board of Directors had appointed Ernst & Young LLP as our independent registered public accounting firm and had dismissed KPMG LLP.

On April 14, 2005 we filed a current report on Form 8-K announcing our financial results for the first quarter ended March 31, 2005.

On April 22, 2005 we filed a current report on Form 8-K announcing that our Board of Directors:

• declared a two for one stock split on our common stock, payable May 23, 3005, to stockholders of record on May 2, 2005.

• declared the regular quarterly dividend of $0.12 per common share, payable on a pre-split basis on May 16, 2005, to stockholders of record on May 2, 2005.

• authorized up to $500 million in additional purchases of our common stock over the next five years.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in the city of Lowell, Arkansas, on the 29th day of April, 2005.

	J.B. HUNT TRANSPORT SERVICES, INC.
	(Registrant)


	BY:	/s/ Kirk Thompson
		Kirk Thompson
		President and Chief Executive Officer


	BY:	/s/ Jerry W. Walton
		Jerry W. Walton
		Executive Vice President, Finance and
		Administration,
		Chief Financial Officer


	BY:	/s/ Donald G. Cope
		Donald G. Cope
		Senior Vice President, Controller,
		Chief Accounting Officer

INDEX TO EXHIBITS

J.B. HUNT TRANSPORT SERVICES, INC.

Exhibit Number		Exhibit

3.1		Amended Articles of Incorporation

3.2		Amended Bylaws

10.1		Amended Management Incentive Plan

10.2		Summary of Compensation Arrangements With Named Executive Officers

31.1		Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 3.1

AMENDED ARTICLES OF INCORPORATION

EXHIBIT ”A”
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
J.B. HUNT TRANSPORT SERVICES, INC.

The Shareholders of J.B. Hunt Transport Services, Inc., under and pursuant to the Arkansas Business Corporation Act of 1987, amend and restate the Articles of Incorporation of J.B. Hunt Transport Services, Inc. as follows:

1. The name of this corporation is J.B. Hunt Transport Services, Inc.

2. The nature of the business of the corporation and the object and purposes to be transacted promoted or carried on by it, are as follows:

a. To purchase, own and hold the stock of other corporations, and to do every action and thing covered generally by the nomination “holding company” and especially to direct the operations of other corporations through the ownership of stock;

b. To conduct any other business enterprise not contrary to law;

c. To buy, sell, lease, use, develop, mortgage, improve and otherwise deal in and dispose of all types of real or personal property in connection with the conduct of the business enterprise carried on by the corporation; and

d. To exercise all of the powers enumerated in Section 4-27-302 of the Arkansas Code of 1987 Annotated.

3. The period of existence of this corporation shall be perpetual.

4. The registered office of this corporation shall be located at Highway 71 North, Lowell, Arkansas 72745, and the name of the registered agent of this corporation at that address is Paul R. Bergant. The successor registered agent is J. Kirk Thompson.

5. The total amount of the authorized capital stock of this corporation is as follows:

Shares	Class	Par Value

100,000,000	Common	$	.01
10,000,000	Preferred	$	100.00

The preferences, limitations and relative rights of each class of shares is as follows:

PREFERRED STOCK

DIVIDENDS. The holder of each share of preferred stock shall be entitled to receive cash dividends, when and as declared by the Board of Directors out of the surplus or net profits of the corporation at the rate of ten percent (10%) per annum and no more, before any dividends on the common stock shall be paid or declared and set apart for payment. The holders of the preferred stock shall not be entitled to receive any dividends thereon other than the dividends referred to in this paragraph.

REDEMPTION. The corporation, at the option of the Board of Directors, may redeem the whole or any part of the preferred stock at any time outstanding, at any time and from time to time, upon at least 30 days previous notice by mail (and by publication if so determined by the Board of Directors) to the holders of record of the preferred stock to be redeemed, by paying the redemption price of $100.00, in cash, for each share of preferred stock so to be redeemed. In the case of the redemption of a part only of the preferred stock at the time outstanding, the corporation shall select by lot or in such other manner as the Board of Directors may determine the shares so to be redeemed. The board of Directors shall have full power and authority, subject to the limitations and provisions herein contained, to prescribe the manner in which the terms and conditions upon which the preferred stock shall be redeemed from time to time.

LIQUIDATION. In the event of any liquidation, dissolution, or winding up the affairs of the corporation, whether voluntarily or involuntarily, then, before any distribution shall be made to the holders of the common stock, the holders of the preferred stock at the time outstanding shall be entitled to be paid in cash the sum of $100.00 per share. The holders of the preferred stock shall not be entitled to receive any distributive amounts upon the liquidation, dissolution, or winding up of the affairs of the corporation, other than the distributive amounts referred to in this paragraph.

VOTING RIGHTS. The holders of the preferred stock shall not be entitled to vote except as to matters in respect of which they shall at the time be indefeasibly vested by statute with such right.

COMMON STOCK

DIVIDENDS. Whenever cash dividends upon the preferred stock at the time outstanding, to the extent of the preference to which such stock is entitled, shall have been paid in full or declared and set apart for payment, such dividends, payable in cash, stock, or otherwise, as may be determined by the Board of Directors, may be declared by the Board of Directors and paid from time to time to the holders of the common stock out of the funds of the corporation available for such distribution.

LIQUIDATION. In the event of any liquidation, dissolution, or winding up of the affairs of the corporation, whether voluntarily or involuntarily, all assets and funds of the corporation remaining after the payment to the holders of the preferred stock of the full amount to which they shall be entitled, as herein before provided, shall be divided and distributed among the holders of the common stock according to their respective shares.

VOTING RIGHTS. Each holder of common stock shall have one vote in respect of each share of stock held by him or her.

6. At each election for directors every shareholder entitled to vote at the election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote. Shareholders are not entitled to cumulate votes for the election of directors.

7. No holder of preferred or common stock of the corporation shall be entitled as a matter of right to subscribe for or purchase any of the corporation’s unissued or treasury shares of the same class or of any other classes, whether now or hereafter authorized, or any bonds, debentures or other evidence of indebtedness, whether or not convertible into or exchangeable for shares of any class of the corporation.

8. The name and address of each original incorporator of the corporation is as follows:

NAME		ADDRESSES

Johnnie B. Hunt		7805 Apache Road
		Little Rock, AR

Johnelle D. Hunt		7805 Apache Road
		Little Rock, AR

Robert C. Downey		1610 Tower Building
		Lilttle Rock, AR

9. The number of directors constituting the Board of Directors shall be set forth in the bylaws of the corporation. If there are nine (9) or more directors, the terms of the directors may be staggered by dividing the total number of directors into two (2) or three (3) groups, with each group containing one-half (1/2) or one-third (1/3) of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual shareholders’ meeting after their election, the terms of the second group expire at the second annual shareholders’ meeting after their election. At each annual shareholders’ meeting held thereafter, directors shall be

chosen for a term of two (2) years or three (3) years, as the case may be, to succeed those who terms expire. The Board of Directors may elect to stagger their terms as set forth herein at any time the number of directors shall be nine or more.

10. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than by action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonable believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

The corporation shall indemnify any person who was or is party or is threatened to be made a party to any threatened,

pending or completed action or suite by or in the right of the corporation to procure a judgment in its favor by a reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suite was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Any indemnification under this paragraph (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon the determination that the indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth above. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to such action, suit or proceeding or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of

disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of such director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this paragraph. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, if the Board of Directors deems appropriate.

11. No director of the corporation shall be personally liable to the corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director involving any act or omission of any such director occurring on or after May 19, 1988; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Arkansas Code Annotated Section 4-27-833, as the same exists or hereafter may be amended, (iv) for any transaction from which the director derived an improper personal benefit, or (v) for any action, or omission, transaction, or breach of a director’s duty creating any third party liability to any person or entity other than the corporation or stockholder. Any appeal or modification of this paragraph by the stockholders of the corporation shall be prospective only and shall not adversely affect

any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

12. The affairs of the corporation shall be governed by the provisions of the Arkansas Business Corporation Act of 1987 (A.C.A. § 4-27-1706).

13. The corporation reserves the right to amend, alter, change or appeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.

CERTIFICATE OF AMENDMENT

April 21, 2005

J.B. Hunt Transport Services, Inc. does hereby certify that its Amended and Restated Articles of Incorporation were duly amended in the attached Amendment to the Amended and Restated Articles of Incorporation, pursuant to a resolution of the Board of Directors and duly approved by the shareholders, as follows:

FIRST:	The name of the Corporation is: J.B. Hunt Transport Services, Inc.

SECOND:	The Amended and Restated Articles of Incorporation are hereby amended by amending the first paragraph of Article 5 to increase the authorized number of shares of common stock of the Corporation to 1,000,000,000, as set forth in the Amendment to the Amended and Restated Articles of Incorporation to which this certificate is attached.

THIRD:	The date of adoption of the Amendment to the Amended and Restated Articles of Incorporation was April 21, 2005.

FOURTH:	There being only one class of voting stock outstanding, the number of shares entitled to vote on the adoption of the Amendment to the Restated Articles of Incorporation was 81,029,821 .

FIFTH:	The number of shares voted for adoption of the Amendment to the Amended and Restated Articles was 41,927,522 and the number of shares voted against the adoption was 32,289,999 .

	J.B. HUNT TRANSPORT SERVICES, INC.


	By:	/s/ Kirk Thompson
		Kirk Thompson
		President and CEO

AMENDMENT TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
J.B. HUNT TRANSPORT SERVICES, INC.

Pursuant to Arkansas Business Corporation Act of 1987, J.B. Hunt Transport Services, Inc. (the “ Corporation ”) does hereby adopt the following articles of amendment to its Amended and Restated Articles of Incorporation:

1. Articles 5 is hereby amended to increase the number of authorized shares of its common stock as follows:

The total amount of authorized capital stock of this Corporation is as follows:

SHARES	CLASS	PAR VALUE

1,000,000,000	Common	$	.01
10,000,000	Preferred	$	100.00

2. The remainder of Article 5 is unchanged.

Executed this 21 ^st day of April, 2005.

	/s/ Kirk Thompson
	Kirk Thompson
	President and CEO

Exhibit 3.2

AMENDED BYLAWS

RESTATED
BYLAWS
OF
J.B. HUNT TRANSPORT SERVICES, INC.
April 21, 2005

ARTICLE I - SHAREHOLDERS

1.1 Place of Shareholders Meetings . All meetings of the shareholders shall be held at the principal office of the Corporation located at Lowell, Arkansas unless the Board of Directors by resolution shall designate for the purposes of such meeting that it be held at some other place, either within or without this State, and include in the notice of such meeting a designation of such place of the meeting. A shareholders meeting called by any person or group other than the Board of Directors shall be held only at the principal office of the Corporation.

1.2 Annual Meeting . A meeting of the shareholders shall be held each year at such location and on such date and time as is designated by the Board of Directors in the notice of such meeting for the purposes of receiving reports on operation of the Corporation, election of members of the Board of Directors and transacting such other business as may properly come before it. If a quorum is not present at such meeting or the same has not been properly convened, the Board of Directors or the Executive Committee may designate a subsequent date to hold such annual meeting, if the same be not adjourned as otherwise authorized in these bylaws. If additional matters are to be considered at such annual meeting, the meeting for those purposes shall be deemed to be a special meeting and notice accordingly given.

1.3 Special Meetings . A special meeting of the shareholders may be called by the Chairman of the Board, the President, the Secretary, the Board of Directors or by the holders of not less than one-third (1/3) of all the shares entitled to vote at the meeting.

1.4 Notice of Meeting . Prior to any meeting of the shareholders, a written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, the Board of Directors or by the shareholder or shareholders calling the meeting, to each shareholder of record entitled to vote at such meeting. Such notice shall be given no less than sixty (60) days nor more than seventy-five (75) days before the date of the meeting if a proposal to increase the authorized capital stock or bonded indebtedness is to be submitted at such meeting and in all other cases not less than ten (10) nor more than fifty (50) days before the date of the meeting. If such notice is mailed, such notice shall be deemed to be delivered when deposited in the United Stated mail addressed to the shareholder at his address as it appears on the books of the Corporation with postage thereon prepaid. Any shareholder may waive notice of any meeting by execution of a written waiver and consent to such meeting and shall be deemed to have done so by attendance at any shareholders meeting without raising an objection to any defect of notice to such shareholder.

1.5 Quorum and Voting Requirements . A majority of the shares entitled to vote, represented in person or by proxy, at a meeting duly convened, shall constitute a quorum for the purposes of conducting the business of the Corporation at any shareholders meeting. The shareholders present at a duly convened meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. The affirmative vote of the majority of the shares represented at a meeting and entitled to vote on the

affirmative vote of the majority of the shares represented at a meeting and entitled to vote on the subject matter shall be the act of the shareholders unless the vote of a greater number or voting by classes is required by law with respect to such matter. Unless otherwise provided in the Articles of Incorporation, or an amendment thereof, every shareholder of record shall be entitled, at each meeting of the shareholders and upon each proposal presented at such meeting, to one (1) vote for each share of stock standing in his name on the books of the Corporation.

1.6 Adjournment . In the absence of a quorum at the opening of any meeting of the shareholders, or at the opening of any meeting at which a quorum is present, the meeting may be adjourned by the vote of a majority of the shares entitled to vote at the meeting which are represented at the meeting by the shareholders thereof in person or by proxy. Any adjourned meeting may be re-adjourned in a like manner. When any one adjournment is for thirty (30) days or more, not less than a fifteen (15) day notice of the adjourned meeting shall be given by mailing as provided in Section 1.4 hereof. When any one adjournment is less than thirty (30) days, it shall not be necessary to give notice thereof other than by announcement at the meeting in which the adjournment is taken.

1.7 Closing Transfer Books and Fixing Record Date . For the purpose of determining shareholders entitled to notice of or a right to vote at any meeting of shareholders or any adjournment thereof, entitled to receive payment of any dividend, or in order to make a determination of shareholders for any proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period not to exceed sixty-five (65) days. If the stock transfer books are closed for the purpose of determining shareholders entitled to notice of a right to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for such determination of shareholders, such date in any case to be not more than sixty-five (65) days, and in case of a meeting requiring such determination of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. When a determination of shareholders entitled to vote at any meeting has been made as provided in this Section, such determination shall apply to any adjournment thereof.

1.8 Action Without Meeting . Any action required by law to be taken at a meeting of shareholders, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof, which shall have the same force and effect as a unanimous vote of the shareholders and may be stated as such in any articles or documents filed pursuant to law.

ARTICLE II - BOARD OF DIRECTORS

2.1 Number, Term and Qualifications . The number of directors which shall constitute the whole board shall be not less than three (3) and not more than twelve (12), and

shall be determined by the Board of Directors. Only persons who shall accept such position and agree to perform the duties incumbent upon them as provided by these Bylaws and the laws of this State, who need not be shareholders of the Corporation, shall serve as directors. No person shall serve as a director unless he shall have attained a majority under the laws of this State. So long as the number of directors which shall constitute the Board of Directors shall be nine (9) or more, and unless modified by the Board of Directors, the Board of Directors shall be divided into three (3) classes, with each class consisting of a minimum of three (3) directors. To stagger the election of the three classes of directors, the Board shall select three or more directors to serve for an initial one-year term, three or more directors to serve for an initial two-year term, and three or more directors to serve for a three-year term. Thereafter, each class of directors shall be elected for a three-year term and each new director shall be elected with a class of directors. To the extent possible, the Board of Directors shall maintain an equal distribution of directors among the three classes of directors.

2.2 General and Special Powers . The business and affairs of the Corporation shall be managed by the Board of Directors. The Directors shall be authorized jointly to take any and all action and to exercise any power not reserved to the shareholders, on behalf of the Corporation which the Corporation is authorized or empowered to do, which is not otherwise expressly prohibited by the Articles of Incorporation or the Bylaws of the Corporation or the laws of this State.

2.3 Annual and Regular Meeting . The Board of Directors shall meet annually, immediately following the Annual Shareholders Meeting, for the purpose of electing officers of the Corporation and transacting other general business affairs of the Corporation related thereto. The Annual Board Meeting shall be deemed to be a Regular Board Meeting. In addition to the Annual Board Meeting, the Board of Directors shall hold regular meetings at such time(s) and place(s) as it may designate from time to time. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need to be specified in any notice in the event a notice is given of a regular meeting, unless such is otherwise expressly provided for these Bylaws, the Articles of Incorporation of the Corporation or the laws of this State.

2.4 Special Meeting . A special meeting of the Board of Directors may be held at any time or place upon written call thereof by the Chairman of the Board, President, Secretary or a majority of the Board of Director members. Notice of any special meeting of the Board of Directors shall be given as provided hereinafter.

2.5 Notice of Special Meeting . Written or telegraphic notice of special meetings of the Board of Directors shall be given to each director, provided, that if written notice shall be given, then such written notice shall be given to each director at least three (3) days before the date of the meeting, or if telegraphic notice is given, then such telegraphic notice shall be given at least two (2) days before the date of the meeting. The business to be transacted at, or the purpose of any meeting of the Board of Directors shall be specified in the notice of such meeting. All notices to directors shall be in writing, and delivered personally or mailed to the directors at their addresses appearing on the books of the Corporation. Notice by mail shall be deemed to be given

at the time when same shall be mailed. Notice to directors given by telegram shall be defined to be given at the time it is delivered to the sending telegraph office for transmittal. Any director shall conclusively be deemed to have received proper notice of any Board meeting by his attendance thereat without raising any objections to any defect of notice to such director at such meeting.

2.6 Information Action of the Board of Directors . Action taken by a majority of the Board of Directors without a meeting shall be valid with respect to any corporate matter as the action of the Board of Directors if, either before or after such action is taken, all members of the Board of Directors sign and file with the Secretary of the Corporation for inclusion in the minute book, a memorandum showing the nature of the action taken and their written consent to the Board acting informally with respect to such matter, and such written consent shall show whether or not such director approves the action to be taken by the Board so that the Secretary shall note in the minutes of the Corporation the names of those directors approving the action of the Board and the names of those opposing it.

2.7 Removal of Directors and Vacancies . Directors may be removed from office only by vote of the shareholders at a meeting called expressly for that purpose and then only in conformity with applicable provisions of law. A vacancy on the Board of Directors shall exist when a director dies or resigns or is removed by the shareholders or by virtue of newly created directorship(s) resulting from any increase in the specified number of directors. Any vacancy (other than a vacancy occurring through shareholders’ action in removing a director which shall be filled by vote of the shareholders) occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors through less than a quorum of the Board. Directors so chosen shall hold office until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified.

2.8 Quorum and Voting . A majority of the total number of Directors shall constitute a quorum for the transaction of business. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

ARTICLE III - EXECUTIVE AND OTHER COMMITTEES

3.1 Creation of Executive and Other Committees . The Board of Directors may create from its membership, an Executive Committee, to consist of not less than three (3) directors which shall be authorized to exercise all authority of the Board of Directors in the intervals between the meetings of the Board of Directors with respect to the business affairs of the Corporation. Such Executive Committee shall be subject to the control and direction of the Board of Directors and shall serve at the pleasure of the Board of Directors. The Board of Directors may otherwise create such additional committees with general or limited authority as designated from time to time by the Board, which shall likewise serve as the pleasure of the Board.

3.2 Limitations on Actions and Effect Thereof . The Executive Committee shall not be authorized to take any action other than ordinary business affairs of the Corporation and may not be authorized to conduct any action specifically prohibited by applicable laws of this State. Otherwise, an act or authorization by the Executive Committee within the authority lawfully delegated to it shall be the act or authorization of the Board of Directors for all legal purposes, provided, however, that such action shall not operate to relieve the Board of Directors of any responsibility imposed upon it by law.

3.3 Action by Executive Committee . The Executive Committee may act by a majority of its members, at a meeting or informally without a meeting provided all members consent to such informal action.

ARTICLE IV - OFFICERS

4.1 Positions Authorized . The officers of the Corporation shall consist of a Chairman of the Board, if one be chosen and designated to act by the Board of Directors, a President (who shall be a member of the Board), one or more Vice Presidents (with such additional designates of title, if any, and duties as provided by resolution of the Board), a Secretary, a Treasurer, and one or more Assistant Secretaries and Assistant Treasurers, and such further officers as the Board of Directors or the Executive Committee may from time to time designate. Any two or more offices may be held by the same person, except the offices of President and Secretary or Assistant Secretary, provided, however, in case the Corporation has only one shareholder, any two or more offices may be held by the same person, so long as the Corporation shall have only one shareholder. The Board may designate a general counsel but such person or firm shall not be deemed to be an officer of the Corporation.

4.2 Method of Selection . The Chairman of the Board (if one be chosen and designated to act), President, Vice President, Secretary and Treasurer shall be elected annually by a majority vote of the Board of Directors present at a duly convened Annual Meeting of the Board of Directors or at any meeting duly convened thereafter, who shall serve until the next Annual Meeting of the Board of Directors or until each such officer’s successor shall be elected and qualified. Any other officer, assistant officer or agent of the Corporation may be elected, appointed or otherwise chosen in such manner as deemed appropriate, from time to time, by the Board of Directors or Executive Committee. The Board of Directors may, from time to time, prescribe the duties incumbent upon any officer by resolution, provided the same is not inconsistent with these Bylaws.

4.3 Removal of Officers . Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of such person so removed. Election or appointment of an officer or agent shall not of itself create any contractual rights. A majority vote of the entire Board of Directors shall be necessary to remove any officer of the Corporation holding the position of Chairman of the Board, President, Secretary, or Treasurer,

but any other officer may be removed by a majority vote of the members of the Board of Directors present at any duly convened meeting or by action of the Executive Committee.

4.4 Salaries . The salaries of the officers of the Corporation shall be fixed from time to time by the Board of Directors. No officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation. Any payments made to any officer of the Corporation such as salary, commission, bonus, interest, or rent or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance. It shall be the duty of the Board of Directors to enforce payment of each amount disallowed. In lieu of payment by the officer, subject to the determination of the Board of Directors, proportionate amounts may be withheld from future compensation payments due such officer until any amount owed to the Corporation by such office has been recovered.

4.5 Surety Bonds . In case the Board of Directors shall so require, any officer or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful discharge of his duties.

4.6 Chairman of the Board . The Chairman of the Board, if one be chosen and designated to act, shall be the Chief Executive Officer of the Corporation and shall preside at all meetings of the Board of Directors, Executive Committee and shareholders.

4.7 President . The President, subject to the superior authority of the Chairman of the Board if one be chosen and designated to act, and subject to the direction of the Board of Directors, shall have general charge of the business, affairs, and property of the Corporation, and general supervision over its officers and agents. In the absence of the Chairman of the Board, he shall preside at meetings of the Board of Directors, Executive Committee and shareholders, and he shall see that all orders and resolutions of the Board of Directors and the Executive Committee are carried into effect. He may sign, with any other officer thereunto duly authorized, certificates of shares of the Corporation, the issuance of which shall have been duly authorized, and may sign and execute in the name of the Corporation, deeds, mortgages, bonds, contracts, agreements and other instruments duly authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, to some other officer or agent. From time to time he shall report to the Chairman of the Board if one be chosen and designated to act, and to the Executive Committee, all matters within his knowledge which the interests of the Corporation may require to be brought to their attention. He shall also perform such other duties as are given to him by these Bylaws or as from time to time may be assigned to him by the Board of Directors, or by the Chairman of the Board if one be chosen and designated to act.

4.8 Vice Presidents . Each of the Vice Presidents shall have such powers and do and perform such acts as from time to time may be designated or required by the Board

of Directors, the Executive Committee, the Chairman of the Board or the President, acting under such titles as may be designated to each of them by the Board of Directors or the Executive Committee, and may, in the absence of the President, take any action otherwise authorized to be performed by the President.

4.9 Secretary . The Secretary shall:

(a) Record all the proceedings of the meetings of the shareholders, Board of Directors and Executive Committee in a book or books to be kept for the purpose;

(b) Cause all notices to be duly given in accordance with the provisions of these Bylaws and as required by law;

(c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Directors, furnish the Chairman of such committee with a copy of such resolution;

(d) Be custodian of the records and of the seal of the Corporation and cause such seal to be affixed to all instruments, the execution of which on behalf of the Corporation under its seal shall have been duly authorized;

(e) See that the lists, books, reports, statements, certificates, and other documents and records required by law and as requested by the Board of Directors are properly kept and filed;

(f) Have charge of the stock books of the Corporation and cause the stock and transfer books to be kept in such manner as to show at any time the amount of shares of the Corporation issued and outstanding, the names alphabetically arranged, and the addresses of the shareholders of record thereof, the number of shares held by each, and the date when each became such holder of record; and

(g) In general, perform all duties incident to the office of Secretary and such other duties as are given to him by these Bylaws or as from time to time may be assigned to him by the Board of Directors, the Executive Committee, the Chairman of the Board, or the President.

4.10 Assistant Secretary . At the request of the Secretary or in his absence or disability, the Assistant Secretary shall have all the powers of and be subject to all restrictions upon the Secretary. The Assistant Secretary shall perform such other duties as from time to time may be assigned to him respectively by the Board of Directors, the Executive Committee, the Chairman of the Board, the President, or the Secretary.

4.11 Assistant to the Secretary . The secretary may, with the consent of the members of the Board of Directors, select an Assistant to the Secretary, who shall be authorized to perform such duties of the Secretary as may, from time to time, be delegated to such person by the Secretary, but such person (if selected) shall not be deemed to be an officer of the Corporation.

4.12 Treasurer . The Treasurer shall:

(a) Have charge of and supervision over and be responsible for the funds, securities, receipts and disbursements of the Corporation;

(b) Cause the monies and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositories as shall be selected by the Board of Directors, or to be otherwise dealt with in such manner as the Board of Directors may direct;

(c) Cause the funds of the Corporation to be discharged by checks or drafts upon the authorized depositories of the Corporation, same to be drawn in the manner and by the officers as may be determined from time to time by the Board of Directors or the Executive Committee, and cause to be taken and preserved proper vouchers for all money disbursed;

(d) Render to the Board of Directors, the Executive Committee, the Chairman of the Board, or the President, whenever requested, a statement of the financial condition of the Corporation and of all his transactions as Treasurer.

(e) Cause to be kept at the principal office of the Corporation correct books of account of all its business and transactions, and exhibit such books to any director or other person authorized by the Board of Directors or by law to inspect the same upon application at such office during business hours; and,

(f) In general, perform all duties incident to the office of Treasurer and such other duties as are given to him by these Bylaws or as from time to time may be assigned to him by the Board of Directors, the Executive Committee, the Chairman of the Board, or the President.

4.13 Assistant Treasurer . At the request of the Treasurer or in his absence or disability, the Assistant Treasurer shall perform all duties of the Treasurer, and when so acting, shall have all powers of and be subject to all restrictions upon the Treasurer. The Assistant Treasurer shall perform such other duties as from time to time may be assigned to him by the Board of Directors, the Executive Committee, the Chairman of the Board, the President, or the Treasurer.

4.14 Assistant to the Treasurer . The Treasurer may, with the consent of the members of the Board of Directors, select an Assistant to the Treasurer, who shall be authorized to perform such duties of the Treasurer as may, from time to time, be delegated to such person by the Treasurer, but such person (if selected) shall not be deemed to be an officer of the Corporation.

ARTICLE V - INDEMNIFICATION OF OFFICERS AND DIRECTORS

5.1 Indemnification .

(a) When authorized in accordance with Section 5.1(c) hereof, the Corporation shall indemnify any person who was or is a party or threatened to be made party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer, of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonable incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interest of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interest of the Corporation, nor, with respect to any criminal action or proceeding, that the person had reasonably cause to believe that such conduct was unlawful.

(b) When authorized in accordance with Section 5.1(c) hereof, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interest of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person’s duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(c) Any indemnification under Section 5.1(a) or (b) hereof (unless ordered by the court) shall be made by the Corporation only as authorized in a specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standards of conduct set forth in Section 5.1(a) or (b) hereof. Such determination shall be made:

1. By the Board of Directors, by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceedings; or

2. If such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or

3. By the shareholders of the Corporation.

(d) To the extent that such a director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 5.1(a) or (b), or in defense of any claim, issue or matter therein, such person shall be indemnified by the Corporation against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(e) Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceedings may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, as authorized in the manner provided in Section 5.1(c), upon receipt of an undertaking by or on behalf of the director or officer to repay such amount, unless it shall ultimately be determined that such person is entitled to be indemnified by the Corporation as authorized in this Section 5.1.

(f) The indemnification provided by this Section 5.1 shall continue as to a person who has ceased to be a director or officer and shall insure to the benefit of the heirs, executors and administrators of such person.

(g) The powers and duties of the Corporation to indemnify any person under this section shall apply with equal force whether an action, suit, or proceedings is threatened or commenced in the state of incorporation or outside the state.

5.2 Further Indemnification . If now or hereafter the laws of this State shall so permit, any director or officer of the Corporation who is then serving or who has theretofore served in such capacity shall further be entitled to all additional indemnification or reimbursement from the Corporation to the full extent permitted by applicable laws, for his damages and so much of his expenses of defense, including attorneys’ fees, which are actually incurred in the defense of any suit or action, criminal or civil, seeking to establish such officer’s or director’s liability arising out of his alleged dereliction of duty to the Corporation.

5.3 Procedure . Any officer or director seeking indemnification hereunder shall follow such prescribed procedures as the Board of Directors of the Corporation and applicable laws shall require.

ARTICLE VI - CAPITAL STOCK

6.1 Certificates of Shares . The shares of the Corporation shall be represented by certificates, numbered and with the seal of the Corporation affixed (or a facsimile thereof), signed by the President or a Vice President and the Secretary or an Assistant Secretary. If such certificate is countersigned by a transfer agent or registered by a registrar, other than the Corporation itself or an employee of the Corporation, the signature of the Corporation’s officers may be facsimiles.

6.2 Lost Certificates . The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of shares to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, prescribe such terms and conditions as it deems expedient and may require such indemnities as it deems adequate to protect the Corporation from and against any claim that may be made against it with respect to the certificate alleged to have been lost or destroyed.

6.3 Transfer of Shares . The shares of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives. Subject to valid transfer restrictions and to stop transfer orders directed in good faith by the Corporation to any transfer agent to prevent possible violations of federal or state securities laws, rules or regulations, upon surrender to the Corporation of the old certificates by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, the old certificates shall be canceled, and new certificates shall thereupon be issued. A record shall be made of each transfer. Transfers of shares shall be by appropriate endorsement as provided by applicable laws.

ARTICLE VII - PREEMPTIVE RIGHTS

7.1 Status of Preemptive Rights of Shareholders . Shareholders of the Corporation shall not have any preemptive rights to subscribe for or purchase any of the Corporation’s unissued or treasury shares.

ARTICLE VIII - CORPORATE SEAL

8.1 Corporation to Use Seal . The Corporation shall have a seal bearing the name of the Corporation which shall be in the form affixed to the Certificate of Adoption of these Bylaws attached hereto.

8.2 Use of Seal . The seal of the Corporation may be affixed to any official documents of the Corporation.

ARTICLE IX - MISCELLANEOUS PROVISIONS

9.1 Checks, Drafts, Notes . All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall, from time to time, be determined by resolution of the Board of Directors.

9.2 Notice and Waiver of Notice . Whenever any notice required by these Bylaws is to be given, personal notice is not meant unless expressly so stated; and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office in a sealed, prepaid wrapper, addressed to the person entitled thereto at his last known address, and such notice shall be deemed to have been given on the day of such mailing. Any notice required to be given by these Bylaws may be waived by the person entitled to receive notice of any meeting except as otherwise provided by law.

ARTICLE X - METHOD OF AMENDING BYLAWS

10.1 Amendment . The Board of Directors, by the affirmative vote of a majority of the authorized membership of the Board of Directors of the Corporation, may at any meeting, provided the substance of the proposed amendment shall have been stated in the notice of the meeting, amend or alter, repeal, or change any of these Bylaws without any action on the part of the shareholders.

CERTIFICATE OF ADOPTION

The foregoing Bylaws of the Corporation have been adopted this 21st day of April, 2005, by action of the Board of Directors of the Corporation pursuant to the laws of this State.

IN TESTIMONY THEREOF, witness the hand of the undersigned as Secretary of the Corporation on such date.

		/s/	Johnelle Hunt
			Johnelle Hunt
			Secretary


(SEAL)

APPROVED:


/s/	Wayne Garrison
	Wayne Garrison
	Chairman

Exhibit 10.1

AMENDED MANAGEMENT INCENTIVE PLAN

J.B. HUNT TRANSPORT SERVICES, INC.
AMENDED AND RESTATED MANAGEMENT INCENTIVE PLAN

I. NAME; PURPOSE

1.1 NAME. This instrument shall be known as the J.B. Hunt Transport Services, Inc. Amended and Restated Management Incentive Plan (the “Plan”).

1.2 HISTORY OF PLAN . By action of the Board of Directors (the “Board”) in 1984, and after approval by the Company’s stockholders, the Company adopted the J.B. Hunt Transport Services, Inc. Stock Option Plan of 1984 (“1984 Option Plan”). The 1984 Option Plan was modified and approved by stockholders in March of 1989 to increase the authorized shares to 2,000,000, creating the J.B. Hunt Transport Services, Inc. Management Incentive Plan (the “Original MIP”). The Original MIP was amended on July 7, 1995, April 16, 1998, April 20, 2000 and April 21, 2005 to increase the authorized shares to 5,000,000, 6,500,000, 17,000,000 and 22,000,000 shares respectively, and is amended by this Plan to increase the authorized shares to the level set out in Section 2.4 of this Plan.

1.3 PURPOSE. The Plan is designed to benefit certain key employees of J.B. Hunt Transport Services, Inc. and any entity in which J.B. Hunt Transport Services, Inc. or any subsidiary owns, directly or indirectly, a majority of the voting stock (collectively these entities shall be the “Company”).

The overall objectives of the Plan are to increase the long-term financial success of the Company, and increase the value of the Company to its stockholders, by:

(a) attracting and retaining key personnel who are instrumental in the continued success of the Company; and

(b) motivating key employees by providing them with the opportunity to participate with the stockholders in the long-term growth and financial success of the Company.

1.4 OVERVIEW OF THE PLAN BENEFITS. The benefits to be provided under this Plan, although more specifically set out herein, are stock awards, share units, money credits, stock options, stock appreciation rights, or any combination of the foregoing (collectively the “Plan Benefits”) subject to the terms and conditions stated in this Plan.

II. NO RIGHT TO CONTINUED EMPLOYMENT;
CREATION OF COMMITTEE;
ADMINISTRATION OF THE PLAN; PARTICIPANTS; ETC.

2.1 THE COMMITTEE. The Plan shall be administered by the Compensation Committee (the “Committee”) of the Board of Directors of J.B. Hunt Transport Services, Inc. (the “Board”), comprised solely of two or more outside directors, unless another committee of the

Board shall be designated. A director is an outside director if the director: (a) is not a current employee of the publicly held corporation; (b) is not a former employee of the publicly held corporation who receives compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year; (c) has not been an officer of the Company; and (d) does not receive remuneration, either directly or indirectly, in any capacity other than as a director.

2.2 GRANT AND TERMS OF PLAN BENEFITS; ADMINISTRATION OF THE PLAN. The Committee may grant Plan Benefits to Participants (hereafter defined) on the terms and subject to the conditions stated in this Plan.

The Committee shall, subject to the limitations of this Plan, have full power and discretion to interpret and administer the Plan; to establish selection guidelines; to select eligible persons for participation; and to determine the form of grant, either in the form of stock awards, money credits, share units, stock options or stock appreciation rights or combinations thereof, the number of shares subject to the grant, the fair market value of the Common Stock when necessary, the restriction and forfeiture provisions relating to restricted stock, the time and conditions of vesting or exercise, the conditions, if any, under which time of vesting or exercise may be accelerated, the conditions, form, time, manner and terms of payment of any award, and all other terms and conditions of the grant provided that all stock options shall be granted in compliance with and subject to the terms of Section 6 of this Plan. The Committee may establish rules, regulations and guidelines for the administration of the Plan, and impose, incidental to a grant of Plan Benefits, conditions with respect to employment or other activities not inconsistent with or conflicting with the Plan.

The Committee may, in its discretion, delegate to the Chief Executive Officer of the Company the power and authority with respect to the selection of and grants of Plan Benefits to certain Participants who are not:

1. the beneficial owner of more than 10% of any class of equity securities of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended;

2. a director of the Company; or

3. an officer of the Company, as that term is defined in Rule 16a-1(f) of the Rules of the Securities and Exchange Commission.

The interpretation by the Committee of the terms and provisions of the Plan and the administration thereof, and all action taken by the Committee, shall be final, binding and conclusive on the Company, its stockholders, all Participants and employees of the Company, and upon their respective beneficiaries, successors and assigns, and upon all other persons claiming under or through any of them. By accepting Plan Benefits each Participant, and each person claiming under or through him, shall be conclusively deemed to have indicated his acceptance and ratification of, and consent to, all provisions of the Plan and any action or decision under the Plan by the Company, the Board or the Committee.

2.3 PLAN PARTICIPANTS. Unless denied the right to participate by specific sections hereof, the following persons shall be eligible to be participants in the Plan and, subject to the discretion of the Committee, received Plan Benefits:

(a) employees of the Company;

(b) officers of the Company;

(d) consultants.

The foregoing class of persons shall be referred to herein as “Participants”.

2.4 LIMITATION ON SHARES TO BE ISSUED; REVERSION OF UNEXERCISED SHARES. The maximum number of shares of Common Stock of the Company, $0.01 par value (the “Common Stock”), to be issued under the Plan shall be 22,000,000 shares, including shares already issued or to be issued pursuant to any previously exercised and outstanding options awarded under the 1984 Option Plan or the Original MIP. Shares awarded pursuant to grants made under either the 1984 Option Plan, the Original MIP, or this Plan, which are not exercised for any reason (whether by reason of expiration, surrender, cancellation, termination or forfeiture) or received by the Company as the payment of purchase price as described in Section 6.6(a)(2) shall be available for future grants.

2.5 SHARES OF COMMON STOCK. Shares of Common Stock to be issued may be authorized and un-issued shares of Common Stock, treasury stock or a combination thereof. It is contemplated that the Company, although under no legal obligation to do so, may from time to time purchase shares of Common Stock for the purpose of paying all or any portion of any award payable in or measured by the value of shares of Common Stock, or for the purpose of replacing shares issued or transferred in payment of all or part of an award. All shares so purchased shall, unless and until transferred in payment of an award, be at all times the property of the Company available for any corporate purposes, and no Participant or employee or beneficiary, individually or as a group, shall have any right, title or interest in any shares of Common Stock so purchased.

2.6 ADJUSTMENT PROVISIONS. In the event that any recapitalization, or reclassification, split-up or consolidation of shares of Common Stock shall be effective, or the outstanding shares of Common Stock are, in connection with a merger or consolidation of the Company or a sale by the Company of all or a part of its assets, exchanged for a different number or class of shares of stock or other securities of the Company, or for shares of the stock or other securities of any other corporation, or new, different or additional shares or other securities of the Company or of another corporation are received by the holders of Common Stock or any distribution is made to the holders of Common Stock other than a cash dividend, (a) the maximum number of class of shares or other securities that may be issued or transferred under the Plan, and (b) the number of share units or the number and class of shares or other securities which are the subject of any grant, shall in each case be equitably adjusted. If an equitable adjustment cannot be made or the Board determines that further adjustment is appropriate to accomplish fairly the purposes of the Plan, the Board shall make such equitable adjustment under the Plan as it determines will fairly preserve the Plan Benefits to the Participants and the Company.

2.7 EFFECTIVE DATE AND TERM OF PLAN. The Plan shall be effective immediately upon its approval by the stockholders. Awards may be made and shares may be issued pursuant to the Plan on or after its effective date pursuant to, and in accordance with, agreements for the issuance thereof entered into prior to the effective date. The Plan shall terminate ten years after it becomes effective unless terminated prior thereto by action of the Board. No further grants shall be made under the Plan after its termination, but termination shall not affect the rights of any Participant under any grants made prior to termination. This

Plan or any subsequent Plan may be amended and readopted by the Board and the stockholders from time to time. Each re-adoption shall constitute a new Plan. Participants may hold awards under more than one Plan.

2.8 LIMITATION OF PLAN BENEFITS . Plan Benefits granted to any Participant in any one year shall be limited to two percent (2%) of the total shares authorized for issuance under the Plan (i.e., 2% of 22,000,000).

2.9 PERFORMANCE BASED CRITERIA . If the Committee determines that grants of stock awards, share units and money credits should be made to Participants in order to qualify for the compensation deduction exemption established by Section 162(m), the award shall be governed by this Section 2.9 of the Plan in addition to other applicable sections of the Plan. The Committee shall base such compensation solely on account of the attainment of one or more pre-established, objective performance goals. The performance goal must be established in writing by the Committee prior to the commencement of the services to which the performance goal relates, but no later than ninety (90) days after the commencement of the service period to which it relates, and while the outcome is substantially uncertain (i.e., before 25% of the performance period has elapsed). Performance goals may be based on one or more criteria: revenue, EPS, return on assets, return on capital, return on investment, return on sales, productivity, market share, cash flow, generation of free cash, Common Stock price, operating expense ratios, quality, delivery performance or level of improvement in any of the foregoing.

The written performance goal for a Covered Employee must be based on an objective formula or standard for performance-based compensation, such that a third party having knowledge of the relevant performance results could calculate the amount to be paid to the employee and must specify the individual employees or class of employees to which it applies. Once established, the Committee shall not be entitled any discretion to increase the amount of grants under the Plan that would otherwise be due upon attainment of the performance goal.

The Committee must certify in writing, prior to the grant of restricted stock, stock awards, share units and money credits that all of the performance goals and other material terms of the arrangement for payment of the grants has been met. This section of the Plan shall not apply to an award to a Participant unless the Committee has determined that such award should qualify for the compensation deduction exemption of Section 162(m).

III. STOCK AWARDS

3.1 FORM OF AWARD. Stock awards, whether performance awards or fixed awards, may be made to selected Participants in the form of shares of Common Stock, but which may be forfeitable and/or with restrictions or transfer in any form as hereinafter provided.

3.2 PERFORMANCE AWARDS. Awards may be made in terms of a stated potential maximum number of shares, with the actual number earned to be determined by reference to the level of achievement of corporate, group, division, individual or other specific objectives over a period or periods of not less than one or more than ten years. No interests of any kind shall be vested in an individual receiving a performance award until the conclusion of the period or periods and the determination of the level of achievement specified in the award, and the time of vesting thereafter shall be specified in the award.

3.3 FIXED AWARDS. Awards may be made to Participants which are not contingent on the performance of objectives but which are contingent on the Participant’s continuing in the

employ of the Company, rendering consulting services or refraining from competitive activities for a period to be specified in the award, which period shall not be less than one year.

3.4 RIGHTS WITH RESPECT TO RESTRICTED SHARES. Awards may be made in the form of shares which are subject to restrictions on transfer, as determined by the Committee. Unless otherwise provided by the Committee, the Participant who receives shares of restricted Common Stock shall have the right to vote the shares and to receive dividends thereon from the date of issuance, unless and until forfeited.

3.5 TERMS AND CONDITIONS. Awards shall contain such terms and conditions as the Committee shall specify, including without limitation, restrictions on the sale or other disposition of the shares, or the forfeiture of the awards upon termination of employment prior to the expiration of a designated period of time or the occurrence of other events. In addition, shares of restricted Common Stock issued pursuant to an award shall be released from the restrictions at the times determined by the Committee. The award shall be paid to the Participant either in shares of Common Stock having a fair market value equal to the maturity value of the award, or in cash equal to the maturity value of the award, or in such combination thereof as the Committee shall determine.

IV. SHARE UNITS

4.1 CREDITS. The Committee may in its discretion provide that a Participant shall receive a credit of share units, each of which is equivalent to a share of Common Stock except for the power to vote and the entitlement to current dividends.

4.2 RIGHTS WITH RESPECT TO SHARE UNITS. If share units are credited to a Participant, amounts equal to dividends otherwise payable on a like number of shares of Common Stock after the crediting of the units may, in the discretion of the Committee, be paid to the Participant as and when paid, or converted into additional share units which shall be credited to the Participant and held until later forfeited or paid out. Share units may be paid to the Participant in the form of cash or shares of Common Stock according to such requirements and guidelines as the Committee shall deem appropriate.

V. MONEY CREDITS

5.1 CREDITS. The Committee may in its discretion provide that a Participant shall receive a credit of money credits, which shall be in units of a dollar or a fraction thereof.

5.2 RIGHTS WITH RESPECT TO MONEY CREDITS. If a Participant is credited with money credits, a money account shall be established for the Participant which shall be credited with interest equivalents on amounts previously credited to the account, or an amount equal thereto paid to the Participant, on a calendar quarter basis compounded and at such rate as the Committee determines to be appropriate from time to time. Money credits may be paid to the Participant in the form of cash or shares of the Company’s Common Stock according to such requirements and guidelines as the Committee shall deem appropriate.

VI. STOCK OPTIONS

6.1 STOCK OPTION PLAN. By action of the Board in 1984, and after approval by the Stockholders, the Company adopted the 1984 Option Plan. The 1984 Option Plan was modified and approved by stockholders in March of 1989 to increase the authorized shares to 2,000,000, creating the “Old MIP”. The Old MIP was amended on July 7, 1995, April 16, 1998, and April 20, 2000 to increase the authorized shares to 5,000,000, 6,500,000 and 17,000,00 shares respectively, and is amended by this Plan to increase the authorized shares to the level set out in Section 2.4 of this Plan. This Section 6 sets out the terms and conditions for the MIP for grants issued on April 21, 2005 and thereafter until this Plan expires or is subsequently amended.

6.2 OPTIONS ISSUED UNDER PREVIOUS OPTION PLANS. All stock options issued pursuant to the 1984 Option Plan shall be governed by the terms and conditions set forth in the 1984 Option Agreement. All stock options issued pursuant to the Old MIP shall be governed by the terms and conditions set forth in the Old MIP Agreement.

6.3 STOCK SUBJECT TO THE PLAN.

(a) Options may, from time to time on and after the effective date of this Plan, be granted to Participants of the Company or its affiliates to purchase not more than the aggregate number of shares of stock (subject to adjustment in accordance with paragraph 6.3(b) reserved in accordance with Section 2.4 of the Plan). As the Committee may determine from time to time, the shares may consist either in whole or in part of shares of authorized but un-issued Common Stock, or shares of authorized and issued Common Stock reacquired by the Company. If an option is surrendered or for any other reason ceases to be exercisable in whole or in part, the shares which were subject to such option but as to which the option has not been exercised shall continue to be available under the Option Plan.

(b) If there shall be any change in the stock subject to the Plan or the stock subject to any option granted hereunder, through merger, consolidation, reorganization, recapitalization, reincorporation, stock split, stock dividend (in excess of 2%), or other change in the corporate structure of the Company, appropriate adjustment shall be made by the Committee to the aggregate number of shares subject to the Plan and the number of shares and price per share subject to outstanding options in order to preserve, but not to increase, the benefits of the optionee; provided, however, that subject to any required action by the stockholders, if the Company shall not be the surviving corporation in any merger, consolidation, or reorganization, every option outstanding hereunder shall terminate, unless the surviving corporation shall (subject to any applicable provisions of the Internal Revenue Code) assume (with appropriate changes) the outstanding options or replace them with new options of comparable value (in accordance with Section 425(a) of the Internal Revenue Code). Notwithstanding the preceding provisions, if such surviving corporation does not so assume or replace the outstanding options hereunder, each optionee shall have the right immediately prior to such merger, consolidation, or reorganization to exercise all his outstanding option(s), whether or not the options have vested.

6.4 ELIGIBILITY. Persons who shall be eligible to have granted to them the options provided for by this Option Plan shall be those persons set out in Section 2.3 of the Plan, as the Committee in its sole discretion shall determine.

6.5 ADMINISTRATION OF THE PLAN. The Option Plan shall be administered as set forth in Section 2 of the Plan.

6.6(a) PURCHASE PRICE; TERMS; EXERCISE OF OPTIONS.

(1) Calculation of Purchase Price . The purchase price of the Common Stock under each stock option shall be 100% of the fair market value of the Common Stock on the date of grant (the “Purchase Price”). The fair market value of the Common Stock on any day shall be (i) if the principal market for the Common Stock is a national securities exchange or the National Market System of the National Association of Securities Dealers Automated Quotations, the highest closing price of the Common Stock on such exchange or system on the day the option is granted or if no sale of the Company’s Common Stock shall have been made on any stock exchange on that day, on the next preceding day on which there was a sale of such stock, or, (ii) if the principal market for the Common Stock is not one of the markets noted in 6.6(a)(1)(i) and the Common Stock is quoted on the National Association of Securities Dealers Automated Quotations System, the mean between the closing bid and the closing asked prices for the Common Stock on such day on such System, or (iii) if the principal market for the Common Stock is not a national securities exchange and the Common Stock is not quoted on the National Association of Securities Dealers Automated Quotations System, the mean between the highest bid and lowest asked price for the Common Stock on such day as reported by the National Quotation Bureau, Inc.; provided that if clauses (i), (ii) and (iii) of this Paragraph are all inapplicable, or if no trades have been made or no quotes are available for such day, the fair market value of the Common Stock shall be determined by the Committee by any method consistent with applicable regulations adopted by the Commissioner of Internal Revenue relating to the stock options. The Purchase Price shall be subject to adjustment as provided in paragraph 2(b) hereof.

(2) Payment of Purchase Price . The Purchase Price shall become due immediately upon exercise of the option and shall be payable in full in cash or cash equivalents; provided, however, that the Committee shall have the authority, exercisable at its discretion either at the time the option is granted or at the time it is exercised, to make the option payable in one of the alternative forms specified below:

(i) full payment in shares of Company Common Stock (owned for at least six months before the exercise date) having a fair market value on the Exercise Date (as such term is defined below) equal to the Purchase Price; or

(ii) a combination of shares of Company Common Stock valued at fair market value on the Exercise Date and cash or cash equivalents, equal in the aggregate to the Purchase Price.

For purposes of this paragraph 6.6(a)(2), the Exercise Date shall be the date on which the Company receives written notice of the exercise of the option, together with payment of the Purchase Price in the form authorized by the Committee.

(b) Terms and Conditions of Options . Each option granted pursuant to this Option Plan shall be evidenced by a written Stock Option Agreement (the “Agreement”) executed by the Company and the person to whom such option is granted (the “Optionee”). The term of each option shall be for such a period of time, not more than eleven years from the date it is granted, as the Committee may determine. All options granted under this Option Plan shall vest and expire at the times specified in the Agreement. During the lifetime of the Optionee, the option shall be exercisable only by the Optionee and shall not be assignable or transferable other than by will or the laws of descent and distribution. In general, options shall vest ratably over a specified period of time. However, all unvested options shall become immediately vested in full upon the death, total and permanent disability of the Optionee. In addition, the Agreement may contain such other terms, provisions and conditions as may be determined by the Committee (and not inconsistent with this Option Plan. The terms of the Agreement with an Optionee may be amended from time to time upon execution of a written amendment, approved by the Committee, and signed by the Company and the Optionee.

(c) Exercise of Option . The option shall be exercisable at any time and from time to time pursuant to the exercise schedule contained in the Agreement and in accordance with the following:

(1) Method of Exercise . The option shall be exercisable by a written notice delivered by the Optionee (or other person exercising the option) to the Committee. The notice shall be addressed to the Committee c/o Mr. Kirk Thompson, J.B. Hunt Transport, Inc., P.O. Box 130, Lowell, Arkansas 72745. The notice shall:

(i) state the election to exercise the option, the number of shares in respect of which it is being exercised, the person in whose name the stock certificate or certificates for such shares of Common Stock is to be registered, his address and Social Security Number (or if more than one, the names, addresses and Social Security Numbers of such persons);

(ii) contain such representations and agreements as to the investment intent of the person exercising the option with respect to such shares of Common Stock as may be satisfactory to the Company’s counsel;

(iii) be signed by the person or persons entitled to exercise the option and, if the option is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Option; and

(iv) be accompanied by payment to the Company of the full Purchase Price of the shares with respect to which the option is exercised. The Purchase Price shall be paid in cash or cash equivalents, unless the Committee notifies the person of a different manner of payment pursuant to Section 6.6(a)(2) of this Option Plan.

(2) Conditions to be Satisfied Prior to Issuance of Common Stock . The Company shall not be required to issue or deliver any certificates for shares of Common Stock purchased upon the exercise of an option (i) prior to the completion of any registration or other qualification of such shares under any state or federal laws or rulings or regulations of any government regulatory body, which the Company shall determine to be necessary or advisable or, (ii) prior to receiving an opinion of counsel, satisfactory to the Company, that the sale or issuance of such shares is exempt from these registration or qualification requirements.

(3) Restrictions on Exercise . As a condition to his exercise of this option, the Company may require the person exercising the option to make any representation and warranty to the Company as may be required by any applicable law or regulation.

6.7 STOCK APPRECIATION RIGHTS. The Committee may, under such terms and conditions as it deems appropriate, authorize the surrender by an Optionee of all or part of an unexercised option and authorize a payment in consideration therefore of an amount equal to the difference obtained by subtracting the Purchase Price of the sales when subject to exercise under such option from the fair market value of the stock represented by such shares on the date of surrender, provided that the Committee determines that such settlement is consistent with the purpose of the Plan. Such payment may be made in shares or Common Stock valued at their fair market value on the date of surrender of such option or in cash or partly in shares and partly in cash. Acceptance of such a surrender and the manner of payment to the Participant shall be in the discretion of Committee.

6.8 EMPLOYMENT RELATED TAXES. As a general rule, the exercise of an Option creates taxable income to the Participant for which Federal and State income tax withholding may apply. The withholding obligations of the Participant may be satisfied at their election using cash or Company common stock owned by the Participant for at least six months before the Exercise Date.

6.9 TERMINATION AND NEW GRANT OF OPTIONS. The Board shall have the authority to effect, at any time and from time to time, with the consent of the affected Optionees, the termination of any or all outstanding options under the Option Plan and to grant in substitution therefore new options under the Option Plan covering the same or different numbers of shares of Common Stock but having a Purchase Price per share not less than fair market value on the new grant date.

6.10 USE OF PROCEEDS. Proceeds realized from the sale of Common Stock pursuant to options granted under the Option Plan shall constitute general funds of the Company.

6.11 AMENDMENT, SUSPENSION, OR TERMINATION OF THE OPTION PLAN.

(a) The Board may at any time suspend or terminate the Option Plan, and may amend it from time to time in such respects as the Board may deem advisable; provided, however, except as provided in paragraph 6.3(b) hereof, the Board shall not amend the Option Plan in the following respects without the consent of stockholders then sufficient to approve the Plan in the first instance:

(i) To increase the maximum number of shares subject to the Option Plan; or

(ii) To change the designation or class of persons eligible to receive options under the Option Plan.

(b) Unless the Option Plan theretofore shall have been terminated, the Option Plan shall terminate ten years after the effective date as set forth in Section 2.7 of the Plan. No option may be granted when the Option Plan has been suspended, or after the termination of the Option Plan, and no amendment, suspension or termination of the Option Plan shall, without the Optionee’s consent, alter or impair any rights or obligations under any option theretofore granted to him under the Option Plan. The Option Plan may be amended and readopted by the Board and the stockholders from time to time and each such re-adoption shall constitute a new Plan. Participants may hold awards under more than one Plan.

VII. STOCK APPRECIATION RIGHTS

7.1 GRANTS. Rights may be granted to selected Participants entitling the grantee to receive cash or shares of Common Stock having a fair market value equal to the appreciation in market value of a stated number of shares of Common Stock from the date of grant, or in the case of rights granted in tandem with or by reference to a stock option granted simultaneously with or prior to the grant of such rights, from the date of grant of the related stock option to the date of exercise.

VIII. INDEMNIFICATION OF COMMITTEE

8.1 In addition to such other rights of indemnification as they may have as directors or as members of the Committee, the members of the Committee shall be indemnified by the Company against the reasonable expenses including attorney’s fees actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any option granted thereunder, and against all amounts paid by them in settlement thereof provided such settlement is approved by independent legal counsel selected by the Company or paid by them in satisfaction of a judgment in any such action, suit or proceeding that such Committee member is liable for negligence or misconduct in the performance of his duties.

IX. AMENDMENTS

9.1 AMENDMENTS. The Plan may be amended or terminated by the Board at any time and in any respect, except that no amendment may be made without the approval of the stockholders of the Company if such amendment would—

(a) increase the maximum number of shares of Common Stock available for issuance under the Plan;

(b) modify the class of eligible employees who are Participants in the Plan; or

Similarly, subject to obtaining the consent of the Participant where required by contract law, the Committee may alter, amend or modify any award or grant made pursuant to this Plan in any respect not in conflict with the provisions of the Plan, if the Committee deems such alteration, amendment or modification to be in the best interests of the Participant or the Company by reason of changes or interpretation in tax, securities or other applicable laws.

X. FORCE AND EFFECT; PREVAILING LAWS;
SUCCCESSORS; NOTICE;
RESOLUTION OF DISPUTES

10.1 FORCE AND EFFECT. The various provisions of this Plan are severable in their entirety. Any determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions.

10.2 PREVAILING LAWS. This Plan shall be construed and enforced in accordance with and governed by the laws of the State of Arkansas applicable to corporations and the issuance of stock by Arkansas corporations.

10.3 RESOLUTION OF DISPUTES. Any dispute or disagreement which should arise under, or as a result of or in any way relate to, the interpretation, construction or application of this Plan will be determined by the Board of Directors of the Company. Any determination made hereunder shall be final, binding and conclusive for all purposes.

FORM OF
RESTRICTED STOCK AGREEMENT
for the
J. B. HUNT TRANSPORT SERVICES, INC.
AMENDED AND RESTATED MANAGEMENT INCENTIVE PLAN

THIS Restricted Stock Agreement (“Agreement”) made as of , by and between J. B. Hunt Transport Services, Inc. (“Company”) and (“Recipient”):

WHEREAS , the Company maintains the J.B. Hunt Transport Services, Inc. Amended and Restated Management Incentive Plan (the “Plan”) under which the Company’s Compensation Committee of the Board of Directors (“Committee”) may, among other things, award shares of the Company’s $.01 par value common stock (“Common Stock”) to such members of the Company’s management as the Committee may determine, subject to terms, conditions, or restrictions as it may deem appropriate;

WHEREAS , pursuant to the Plan the Committee has awarded to Recipient, a Restricted Stock Award (“Award”) conditioned upon the execution by the Company and the Recipient of this Agreement setting forth all the terms and conditions applicable to such Award in accordance with the laws of the State of Arkansas;

THEREFORE, in consideration of the past services of the Recipient and the mutual promises and covenants contained herein it is hereby agreed as follows:

1. AWARD OF SHARES:

Under the terms of the Plan, the Committee has awarded to the Recipient an Award on (“Award Date”), for shares of Common Stock subject to the terms, conditions and restrictions set forth in this Agreement. There will be no purchase price required by the Recipient in connection with this transaction.

2. AWARD RESTRICTIONS:

The Award vests as described below and shall expire .

Vesting to occur over the period of in increments of %.

Upon vesting date and upon satisfaction of the requirements of Paragraph 5, the Company shall cause a stock certificate to be delivered, without legend, in an amount reflecting the number of shares vested less any previously delivered shares registered on the Company’s books in the name of the Recipient or the Recipient’s beneficiary. Upon receipt of such stock certificate, the Recipient or beneficiary are free, upon compliance with applicable law, to hold or dispose of such certificate at will.

During the vesting period, those shares covered by the Award, but not vested, are not transferable by the Recipient by means of sale, assignment, exchange, pledge or otherwise. However, during the vesting period, the Recipient does have the right to tender for sale or exchange with the Company’s written consent, any such shares in the event of any tender offer within the meaning of Section 14(d) of the Securities Exchange Act of 1934.

3. STOCK CERTIFICATES:

An entry evidencing the Award shall be made on the Company’s books and stock certificates will be issued in the name of the Recipient as of the Award date. Physical possession and custody of any stock certificates evidencing the Award shall be retained by the Company until such time as the vesting date occurs and payment of taxes is received by the Company for the Award. While in its possession, the Company reserves the right to place a legend on any stock certificates restricting the transferability of such certificates and referring to the terms and conditions (including forfeiture) approved by the Committee and applicable to the shares represented by the certificates.

During the vesting period, except as otherwise provided in Paragraph 2 of the Agreement, the Recipient shall be entitled to all rights of a stockholder of the Company, including the right to vote the shares and receive dividends and other distributions declared on any non-vested shares.

4. EMPLOYMENT TERMINATION:

If the Recipient terminates employment with the Company due to death or disability during the vesting period, that Award, to the extent not already vested, shall vest in full as of the date of such termination. If the Recipient’s employment terminates on account of “early retirement” (as defined by the Committee), or under special circumstances determined by the Committee, the Award, to the extent not already vested, may be forfeited (or may be vested in full or in part) as determined by the Committee. Termination of the Recipient’s employment with the Company for any other reason shall result in forfeiture of the Award on the date of termination to the extent not already vested. The recipient may designate a beneficiary to receive the stock certificate representing that portion of the Award automatically vested upon death. The Recipient has the right to change such beneficiary designation at will.

5. WITHHOLDING TAXES:

The Company will require the Recipient receiving the shares of Common Stock under an Award, to remit to the Company amounts required to be withheld by the Company. The Recipient shall have the right to 1) remit in cash amounts due equal to such taxes required to be withheld by the Company or, 2) remit a number of Company common stock owned at least six months prior to the vesting date having a market value not less than the amount of such taxes.

6. IMPACT ON OTHER BENEFITS:

The value of the Award (either on the Award Date or at the time the shares are vested) shall not be includable as compensation or earnings for purposes of any other benefit plan offered by the Company.

7. ACCELERATION OF VESTING:

Notwithstanding anything contained in this agreement to the contrary, in the event that, at any time following the date of a “change of control” (as hereinafter defined) (i) a recipient’s employment with the Company or one of its subsidiaries terminates as a result of such recipient’s retirement, termination without “just cause” (as hereinafter defined) by the Company or one of its subsidiaries, or resignation by the recipient for good reason; or (ii) with respect to a recipient employed by one of the Company’s subsidiaries, a “sale transaction” (as hereinafter defined) is effected; then all vesting restrictions on any shares of the Company’s common stock or acquiring Company common stock awarded to that participant under this Agreement shall immediately lapse and such shares shall be vested.

For purposes of this Plan, “just cause” shall mean the willful and continued failure of a recipient to substantially perform his duties with the Company or one of its subsidiaries after a written demand for substantial performance is delivered to such participant by the Board of Directors of the Company, or its subsidiary, which specifically identifies the manner in which the board believes that such participant has not substantially performed his duties; or willful misconduct by the recipient materially injures the Company or its subsidiaries monetarily or otherwise (it being understood that no act, or failure to act, on the part of a recipient shall be considered “willful” unless done, or omitted to be done, by such recipient in bad faith and with knowledge that the action or omission was not in the best interest of the Company or such subsidiary).

“Sale transaction” shall mean, with respect to an employee of one of the Company’s subsidiaries, the direct or indirect sale or other disposition by the Company of in excess of fifty percent (50%) of the voting capital stock of such subsidiary, the complete liquidation of such subsidiary, or the sale by such subsidiary or all or substantially all of its assets.

For purposes of this Paragraph 7, “change of control” means:

(1) Any transaction involving the acquisition (“Acquisition Transaction”), by any person, corporation, partnership or other entity, or any group (collectively referred to herein as a “person”), of beneficial ownership of shares representing thirty percent (30%) or more of the Company’s then outstanding voting securities entitled to vote generally in the election of directors (“Voting Securities”), but excluding, for this purpose, any such acquisition by (a) the Company or any of its subsidiaries or any employee benefit plan (or related trust) of the Company, or any of its subsidiaries, or (b) any corporation with respect to which immediately following such acquisition, shares representing more than fifty percent (50%) of such corporation’s Voting Securities are beneficially owned, directly or indirectly, by those persons who are the beneficial owners of the Company’s voting securities immediately prior to such acquisition; or

(2) Persons who as of May 1, 1990 constitute the Company’s board of directors (the “Incumbent Board”) cease, for any reason, to constitute at least a majority of the board, provided that any person becoming a director of the Company subsequent to May 1, 1990 whose election was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall, for the purposes of this Agreement, be considered to be a member of the Incumbent Board; or

(3) Approval by the stockholders of the Company of a reorganization, merger or consolidation with respect to which those persons who were the beneficial owners of the Company’s voting securities immediately prior to such reorganization, merger or consolidation, do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, shares representing more than fifty percent (50%) of the voting securities of the corporation resulting from such reorganization, merger or consolidation, or a complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company.

For purposes of this Paragraph 7, “acquisition transaction” means any of the following events:

(a) A merger, reorganization or consolidation involving the Company in which the outstanding stock is converted into or exchanged for the common stock of another entity, provided that such other entity has not, prior to or at the time of such merger, reorganization or consolidation, directly or indirectly acquired beneficial ownership of in excess of twenty percent (20%) of the outstanding shares of the Company for consideration other than such common stock (such a merger, reorganization or consolidation being herein referred to as a “Stock Merger Transaction”); or

(b) Any merger, reorganization or consolidation involving the Company which is not a Stock Merger Transaction and with respect to which these persons who were the beneficial owners of the Company stock immediately prior to such merger, reorganization, or consolidation, do not, following such merger, reorganization, or consolidation, beneficially own, directly or indirectly, shares representing more than fifty percent (50%) of the common stock of the corporation resulting from such merger, reorganization or consolidation, or a complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company.

8. ADMINISTRATION:

The Committee shall have full authority and discretion (subject only to the express provisions of the Plan) to decide all matters relating to the administration and interpretation of the Plan and this Agreement. All such Committee determinations shall be final, conclusive and binding upon the Company, the Recipient, and any and all interested parties.

9. RIGHT TO CONTINUED EMPLOYMENT:

Nothing in this Agreement or in the Plan shall confer on a Recipient any right to continue in the employ of the Company or in any way affect the Company’s right to terminate the Recipient’s employment without prior notice at any time for any and no reason.

10. AMENDMENTS:

This Agreement shall be subject to the terms of the Plan as amended except that the Award that is the subject of this Agreement may not in any way be restricted or limited by any Plan amendment or termination approved after the date of the award without the Recipient’s written consent.

11. FORCE AND EFFECT:

The various provisions of this Agreement are severable in their entirety. Any determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions.

12. PREVAILING LAWS:

This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Arkansas applicable to corporations and the issuance of stock by Arkansas corporations.

13. SUCCESSORS:

This Agreement shall be binding upon and inure to the benefit of the successors, assigns and heirs of the respective parties.

14. NOTICE:

Unless waived by the Company, any notice to the Company required under or relating to this Agreement shall be in writing and addressed to:

J. B. HUNT TRANSPORT SERVICES, INC.

Attention: J. Kirk Thompson

P. O. Box 130

Lowell, Arkansas 72745

15. TERMS

Any terms used in this Agreement that are not otherwise defined shall have the meanings prescribed to them in the Plan.

16. ENTIRE AGREEMENT:

This Agreement contains the entire understanding of the parties and shall not be modified or amended except in writing and duly signed by the parties. No waiver by either party of any default under this Agreement shall be deemed a waiver of any later default.

IN WITNESS THEREOF, the parties have signed this Agreement as of the date hereof.

	J. B. HUNT TRANSPORT SERVICES, INC.


	By:
			J. Kirk Thompson
			President and Chief Executive Officer


	Recipient:

FORM OF
STOCK OPTION AGREEMENT
J.B. HUNT TRANSPORT SERVICES, INC.

STOCK OPTION AGREEMENT, hereinafter referred to as the “Option” or the “Agreement” made on this day of between J.B. Hunt Transport Services, Inc., an Arkansas corporation, (the “Company”) and

The Company, pursuant to the terms of the J. B. Hunt Transport Services, Inc. Amended and Restated Management Incentive Plan adopted by the Company’s Board of Directors on April 21, 2005 (the “Plan) , hereby grants an option shares of Common Stock of the Company, par value $0.01 per share (“Common Stock”) to the Optionee at the price and in all respects subject to the terms, definitions and provisions of the Agreement.

1 . Option Price. The Option price is $ for each share.

2. Exercise and Option . This Option shall be exercisable at any time and from time to time pursuant to the exercise schedule and in accordance with the terms of this Agreement as follows:

(a) Exercise Schedule. This Option shall be exercisable in installments as indicated below:

June 1, 20			%
June 1, 20			%
June 1, 20			%

All Options expire at the earliest to occur of the following: (i) the anniversary of this Agreement; (ii) 730 days after the Optionee’s death, disability or retirement after reaching age 55; or (iii) termination of employment with the Company (for any reason) other than by death or disability or by retirement after reaching age 55.

(b) Method of Exercise . This Option shall be exercisable by a written notice which shall:

(i) state the election to exercise the Option, the number of shares in respect of which it is being exercised, the person in whose name the stock certificate or certificates for such shares of Common Stock is to be registered, his address and Social Security Number (or if more than one, the names, addresses and Social Security Numbers of such persons);

(ii) contain such representations and agreements as to the holder’s investment intent with respect to such shares of Common Stock as may be satisfactory to the Company’s counsel;

(iii) be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Option.

(iv) be accompanied by payment to the Company of the full Option price of the shares with respect to which the Option is exercised. The Option price shall be paid in the following manner:

(i) full payment in cash or equivalent;

(ii) full payment in shares of Company Stock, owned for at least six months prior to the Exercise Date (as defined in Paragraph 5(b) of the Plan) having a fair market value on the Exercise Date equal to the option price; or

(iii) any combination of (i) or (ii), equal to the aggregate to the option price.

The Company’s Option Committee also has the discretion to permit payment of the option price in full or in part in accordance with paragraph 6.6 (a) (2) of the Plan.

(c) The Company shall not be required to issue or deliver any certificates for shares of Common Stock purchased upon the exercise of an option (i) prior to the completion of any registration or other qualification of such shares under any state or federal laws or rulings or regulations of any government regulatory body, which the Company shall determine to be necessary or advisable or, (ii) prior to receiving adoption of counsel, satisfactory to the Company that the sale or issuance of such shares is exempt from these registration or qualification requirements.

(d) Restrictions on Exercise . As a condition to his exercise of this Option, the Company may require the person exercising this Option to make any representation and warranty to the Company as may be required by any applicable law or regulation.

(e) Employment Related Taxes. As a general rule, the exercise of an Option creates taxable income to the Participant for which Federal and States income tax withholding may apply. The withholding obligations of the Participant may be satisfied at their election using cash or Company common stock owned by the Participant for at least six months before the Exercise Date.

3. Non Transferability of Option. This Option may not be assigned or transferred other than by will or the laws of descent and distribution and may be exercised during the lifetime of the Optionee only by him.

4. Stock Subject to the Option. In addition to the restrictions set forth above, the Company and the Optionee agree that the Common Stock of the Company acquired pursuant to this Agreement shall be subject to the restrictions set forth in the Plan.

5. Adjustments Upon Changes in Capitalization. The number of shares of Common Stock subject to this Agreement shall be proportionately adjusted for any change in the stock structure of the Company because of share dividends, recapitalization, reorganizations, mergers or other restructuring.

6. Notices. Each notice relating to this Agreement shall be in writing and delivered in person or by certified mail to the proper address.

Each notice shall be deemed to have been given on the date it is received. Each notice to the Company shall be addressed to it at its principal office, now at 615 J.B. Hunt Corporate Drive, Lowell, Arkansas 72745, attention Kirk Thompson. Each notice to the Optionee or other person or persons then entitled to exercise the Option shall be addressed to the Optionee or such other person or persons at the Optionee’s address set forth in the heading of this Agreement. Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect.

7. Benefits of Agreement. This Agreement shall inure to the benefit of and be binding upon each successor of the Company. All obligations imposed upon the Optionee and all rights granted to the Company under this Agreement shall be binding upon Optionee’s heirs, legal representatives, and successors. This Agreement shall be sole and exclusive source of any and all rights which the Optionee, his heirs, legal representatives or successors may have in respect to the Plan or any options or Common Stock granted or issued hereunder, whether to himself or to any other person.

8. Plan Amendments.

9. Successors.

This Agreement shall be binding upon and inure to the benefit of the successors, assigns and heirs of the respective parties.

10. Terms.

Any terms used in this Agreement that are not otherwise defined shall have the meanings prescribed to them in the Plan.

11. Entire Agreement.

IN WITNESS WHEREOF, the Company and the Optionee have caused this Agreement to be executed as of the day, month and year first above written.

	J. B. HUNT TRANSPORT SERVICES, INC.


	By:
	President


	By:

STOCK OPTION EXERCISE FORM

To:		Office of the Chief Financial Officer
		J.B. Hunt Transport Services, Inc.

This memorandum will confirm my desire to exercise my available vested options in the following manner:

o		Exercise and sell for cash
o		Exercise and sell only enough shares to cover option costs and taxes and keep the remaining shares
o		Exercise and hold (buy)
o		Exercise and swap/surrender owned shares for option costs and/or taxes

The following options are the ones I have selected for the above transaction(s):

Grant Date	Number of Options Exercised	Option Price

I understand that the difference between market value and option price for the options exercised is taxable compensation to be included in my Form W-2. Therefore, the withholding amounts for Federal and State tax should be withheld at the following rates:

Federal

State


			Optionee

			Date


Received by CFO Office:


Signature

Date

FORM OF

AMENDMENT TO

STOCK OPTION AGREEMENT

J.B. HUNT TRANSPORT SERVICES, INC.

This Amendment is made this day of , 20 , (the “Amendment”) by and between J.B. Hunt Transport Services, Inc. (“the Company”) and (the “Optionee”) and amends that certain Stock Option Agreement between the Company and the Optionee dated , (the “Agreement”).

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Optionee and the Company amend the Agreement as follows (check those which apply):

The remaining unexercised portions of this Option shall be exercisable as follows:

This Option shall terminate as follows:

All other terms and conditions of the Agreement continue in full force and effect.

	J.B. HUNT TRANSPORT SERVICES, INC.

	By:

			,Optionee

Exhibit 10.2

SUMMARY OF COMPENSATION ARRANGEMENTS WITH NAMED EXECUTIVE OFFICERS

On October 21, 2004, the Compensation Committee (the “Committee”) of the Board of Directors of J.B. Hunt Transport Services, Inc. “(the “Company”) approved the following base salaries (effective as of October 17, 2004) and the following other compensation amounts (effective January 1, 2005) as indicated:

Named Executive Officer	Base Salary ($)	Bonus ($)	Other Annual Compensation ($)	All Other Compensation ($)

Wayne Garrison
Chairman of the Board	400,000	(1)	(2)	(3)

Kirk Thompson
President and CEO	560,000	(1)	(2)	(3)

Jerry Walton
EVP, Finance/ Administration and CFO	345,000	(1)	(2)	(3)

Paul Bergant
EVP, Marketing, CMO, President of Intermodal	305,000	(1)	(2)	(3)

Craig Harper
EVP, Operations and COO	290,000	(1)	(2)	(3)

(1) The Company has a performance-based bonus program that is related to the Company’s earnings per share (EPS) for calendar year 2005. According to the 2005 EPS bonus plan, each of the company’s named executive officers may earn a bonus ranging from 5% to 175% of his annual base salary. Based on the company’s current expectations for 2005 EPS, each named executive officer can be projected to earn a bonus equal to between 50% and 100% of his base salary.

(2) The Company will reimburse each named executive officer up to $10,000 for actual expenses incurred for tax and estate plan preparation services.

(3) The Company has a 401(k) retirement plan that includes matching contributions on behalf of each of the named executive officers. The plan is expected to pay each named executive officer approximately $6,000 during 2005.

Exhibit 31.1

CERTIFICATION BY CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kirk Thompson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of J.B. Hunt Transport Services, Inc. (JBHT);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of JBHT as of, and for the periods presented in this report;

4. JBHT’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for JBHT and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to JBHT, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of JBHT’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in JBHT’s internal control over financial reporting that occurred during JBHT’s most recent calendar quarter that has materially affected, or is reasonably likely to materially affect, JBHT’s internal control over financial reporting; and

5. JBHT’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to JBHT’s auditors and the audit committee of JBHT’s board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect JBHT’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in JBHT’s internal control over financial reporting.

	Date: April 29, 2005	/s/ Kirk Thompson
		Kirk Thompson
		President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION BY CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jerry W. Walton, certify that:

1. I have reviewed this quarterly report on Form 10-Q of J.B. Hunt Transport Services, Inc. (JBHT);

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in JBHT’s internal control over financial reporting.

	Date: April 29, 2005	/s/ Jerry W. Walton
		Jerry W. Walton
		Executive Vice President, Finance and
		Administration,
		Chief Financial Officer

Exhibit 32.1

CERTIFICATION BY CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of J.B. Hunt Transport Services, Inc. (the “Corporation”) on Form 10-Q for the quarterly period ended March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kirk Thompson, President and Chief Executive Officer of the Corporation, certify to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S. C. Section 1350) that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

	Date: April 29, 2005	/s/ Kirk Thompson
		Kirk Thompson
		President and Chief Executive Officer

Exhibit 32.2

CERTIFICATION BY CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of J.B. Hunt Transport Services, Inc. (the “Corporation”) on Form 10-Q for the quarterly period ended March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jerry W. Walton, Executive Vice President, Finance and Administration, Chief Financial Officer of the Corporation, certify to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S. C. Section 1350) that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

	Date: April 29, 2005	/s/ Jerry W. Walton
		Jerry W. Walton
		Executive Vice President, Finance and
		Administration,
		Chief Financial Officer

Arkansas

71-0335111

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

Notes to Condensed Consolidated Financial Statements

Workers’ Compensation and Accident Costs

Revenue Equipment

Revenue Recognition

Segments

RESULTS OF OPERATIONS

Overview

Consolidated Operating Expenses

Liquidity

ARTICLE II - BOARD OF DIRECTORS

ARTICLE III - EXECUTIVE AND OTHER COMMITTEES

ARTICLE IV - OFFICERS

ARTICLE V - INDEMNIFICATION OF OFFICERS AND DIRECTORS

ARTICLE VI - CAPITAL STOCK

ARTICLE VII - PREEMPTIVE RIGHTS

ARTICLE VIII - CORPORATE SEAL

ARTICLE IX - MISCELLANEOUS PROVISIONS

ARTICLE X - METHOD OF AMENDING BYLAWS

CERTIFICATE OF ADOPTION

(State or other jurisdiction
of incorporation or
organization)

(I.R.S. Employer
Identification No.)