<PAGE>   1
              As Filed With the Securities and Exchange Commission
                               on January 7, 2000

                          Registration No. 333-________




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933




                               LANDAIR CORPORATION
             (Exact name of Registrant as Specified in its Charter)

                TENNESSEE                                     62-1743549
     (State or Other Jurisdiction of                       (I.R.S. Employer
      Incorporation or Organization)                      Identification No.)


             430 AIRPORT ROAD                                   37745
          GREENEVILLE, TENNESSEE                              (Zip Code)
 (Address of Principal Executive Offices)


    LANDAIR CORPORATION AMENDED AND RESTATED STOCK OPTION AND INCENTIVE PLAN
                            (Full Title of the Plan)


                               RICHARD H. ROBERTS
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                430 AIRPORT ROAD
                          GREENEVILLE, TENNESSEE 37745
                     (Name and Address of Agent for Service)


                                 (423) 636-7000
          (Telephone Number, including Area Code, of Agent for Service)

                                    Copy to:

                                  LEIGH WALTON
                             BASS, BERRY & SIMS PLC
                           2700 FIRST AMERICAN CENTER
                           NASHVILLE, TENNESSEE 37238

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------

                                                      Proposed maximum      Proposed maximum
    Title of securities            Amount to           offering price      aggregate offering       Amount of
     to be registered            be registered          per share (1)           price (1)        registration fee
--------------------------------------------------------------------------------------------------------------------
<S>                              <C>                  <C>                  <C>                   <C>
       Common Stock,
 par value $.01 per share           500,000                $ 5.102             $ 2,551,000           $ 673.46
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The offering price is estimated solely for the purpose of determining the
     amount of the registration fee in accordance with Rule 457(h) under the
     Securities Act of 1933, as amended, and is based on the average of the high
     and low prices per share of the Common Stock as reported on The Nasdaq
     National Market on January 5, 2000.


<PAGE>   2



                                     PART II

                    INFORMATION REQUIRED IN THE REGISTRATION
                                    STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents previously filed by Landair Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated herein by reference:

         (a)  The Registrant's Annual Report on Form 10-K for the year ended
              December 31, 1998;

         (b)  The Registrant's Quarterly Reports on Form 10-Q for the quarterly
              periods ended March 31, 1999, June 30, 1999 and September 30,
              1999;

         (c)  The Registrant's Current Report on Form 8-K dated January 22,
              1999; and

         (d)  The description of the Registrant's Common Stock, $.01 par value
              per share (the "Common Stock"), contained in the Registrant's
              Registration Statement on Form 10 dated July 13, 1998 filed
              pursuant to Section 12(g) of the Exchange Act, as amended,
              including all amendments and reports filed for the purpose of
              updating such description prior to the termination of the
              offering of the Common Stock offered hereby.

         All documents and reports subsequently filed by the Registrant pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof
and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all shares covered hereby have been sold or which
deregisters all such shares then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statements contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or replaced for purposes hereof to the extent that a
statement contained herein (or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein) modifies
or replaces such statement. Any statement so modified or replaced shall not be
deemed, except as so modified or replaced, to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares of the Common Stock being offered hereby was
passed on for the Registrant by Richard H. Roberts, Senior Vice President,
General Counsel, Secretary and director of the Registrant. Mr. Roberts owned
316,317 shares of Common Stock as of December 31, 1999, held options to acquire
17,500 shares of Common Stock, of which 7,500 options are currently exercisable
or will become exercisable in 60 days from such date.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (a) such person acted in good faith;
(b) in the case of conduct in an official capacity with the corporation, he
reasonably believed such conduct was in the corporation's best interests; (c) in
all other cases, he reasonably believed that his conduct was at least not
opposed to the best interests of the corporation; and (d) in connection with any
criminal proceeding, such person had no reasonable


                                      II-1



<PAGE>   3

cause to believe his conduct was unlawful. In actions brought by or in the right
of the corporation, however, the TBCA provides that no indemnification may be
made if the director or officer was adjudged to be liable to the corporation.
The TBCA also provides that in connection with any proceeding charging improper
personal benefit to an officer or director, no indemnification may be made if
such officer or director is adjudged liable on the basis that such personal
benefit was improperly received. In cases where the director or officer is
wholly successful, on the merits or otherwise, in the defense of any proceeding
instigated because of his or her status as a director or officer of a
corporation, the TBCA mandates that the corporation indemnify the director or
officer against reasonable expenses incurred in the proceeding. The TBCA
provides that a court of competent jurisdiction, unless the corporation's
charter provides otherwise, upon application, may order that an officer or
director be indemnified for reasonable expenses if, in consideration of all
relevant circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, notwithstanding the fact that (a) such
officer or director was adjudged liable to the corporation in a proceeding by or
in the right of the corporation; (b) such officer or director was adjudged
liable on the basis that personal benefit was improperly received by him; or (c)
such officer or director breached his duty of care to the corporation.

         The Registrant's Charter and Bylaws provide that the Registrant shall
indemnify its directors and officers to the fullest extent permitted by
applicable law. The Registrant's Bylaws provide further that the Registrant
shall advance expenses to each director and officer of the Registrant to the
full extent allowed by the laws of the state of Tennessee, both as now in effect
and as hereafter adopted. Under the Registrant's Charter and Bylaws, such
indemnification and advancement of expenses provisions are not exclusive of any
other right that a director or officer may have or acquire both as to action in
his or her official capacity and as to action in another capacity.

         The Registrant believes that its Charter and Bylaw provisions are
necessary to attract and retain qualified persons as directors and officers.

         The Registrant has in effect a directors' and officers' liability
insurance policy which provides coverage for its directors and officers. Under
this policy, the insurer agrees to pay, subject to certain exclusions, for any
claim made against a director or officer of the Registrant for a wrongful act by
such director or officer, but only if and to the extent such director or officer
becomes legally obligated to pay such claim.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable

ITEM 8.  EXHIBITS

See Exhibit Index (Page II-5)

ITEM 9.  UNDERTAKINGS

A.       The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
             a post-effective amendment to this Registration Statement:

             (i)    To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933, as amended (the "Securities
                    Act");

             (ii)   To reflect in the prospectus any facts or events arising
                    after the effective date of the Registration Statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the Registration
                    Statement. Notwithstanding the foregoing, any increase or
                    decrease in the volume of securities offered (if the total
                    dollar value of securities would not exceed that which was
                    registered) and any deviation from the low or high and of
                    the estimated



                                      II-2

<PAGE>   4

                    maximum offering range may be reflected in the form of
                    prospectus filed with the Commission pursuant to Rule 424(b)
                    if, in the aggregate, the changes in volume and price
                    represent no more than 20 percent change in the maximum
                    aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the effective registration
                    statement; and

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

             provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not
             apply if the information required to be included in a
             post-effective amendment by those paragraphs is contained in
             periodic reports filed by the Registrant pursuant to Section
             13 or Section 15(d) of the Exchange Act, that are incorporated
             by reference in the Registration Statement.

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

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

B.       The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         Registrant's annual report pursuant to Section 13(a) or Section 15(d)
         of the Exchange Act that is incorporated by reference in the
         Registration Statement shall be deemed to be a new registration
         statement relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the initial bona
         fide offering thereof.

C.       Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors, officers, and controlling persons
         of the Registrant pursuant to the foregoing provisions, or otherwise,
         the Registrant has been advised that in the opinion of the Commission
         such indemnification is against public policy as expressed in the
         Securities Act and is, therefore, unenforceable. In the event that a
         claim for indemnification against such liabilities (other than the
         payment by the Registrant of expenses incurred or paid by a director,
         officer, or controlling person of the Registrant in the successful
         defense of any action, suit, or proceeding) is asserted by such
         director, officer, or controlling person in connection with the
         securities being registered, the Registrant will, unless in the
         opinion of its counsel the matter has been settled by controlling
         precedent, submit to a court of appropriate jurisdiction the question
         of whether such indemnification by it is against public policy as
         expressed in the Securities Act and will be governed by the final
         adjudication of such issue.




                                      II-3
<PAGE>   5


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Greeneville, State of Tennessee, on the 7th day
of January, 2000.

                        LANDAIR CORPORATION

                        By: /s/ Richard H. Roberts
                            ----------------------------------------------------
                            Richard H. Roberts
                            Senior Vice President, General Counsel and Secretary

         KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints Scott M. Niswonger and Richard H. Roberts
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of the dates indicated.

<TABLE>
<CAPTION>
         Signature                              Title                                         Date
         ---------                              -----                                         ----
<S>                                    <C>                                               <C>
/s/ Scott M. Niswonger                 Chairman and Chief Executive Officer              January 7, 2000
--------------------------------       (Principal Executive Officer)
Scott M. Niswonger


/s/ Edward W. Cook                     Chief Financial Officer, Senior Vice              January 7, 2000
--------------------------------       President and Treasurer (Principal
Edward W. Cook                         Financial and Accounting Officer)


/s/ C. Tim Roach                       President, Chief Operating Officer and            January 7, 2000
--------------------------------       Director
C. Tim Roach



/s/ Richard H. Roberts                 Senior Vice President, General                    January 7, 2000
--------------------------------       Counsel, Secretary and Director
Richard H. Roberts



/s/ Jerry T. Armstrong                 Director                                          January 7, 2000
--------------------------------
Jerry T. Armstrong


/s/ Duane H. Cassidy                   Director                                          January 7, 2000
--------------------------------
Gen. Duane H. Cassidy



/s/ C. John Langley, Jr.               Director                                          January 7, 2000
--------------------------------
Dr. C. John Langley, Jr.
</TABLE>




                                      II-4
<PAGE>   6



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
 Exhibit
   No.           Exhibit Description
 -------         -------------------
<S>              <C>
  4.1            Charter of Landair Corporation (incorporated by reference to
                 Exhibit 3.1 of the Registrant's Registration Statement on Form 10,
                 as amended (filed with the Commission on July 13, 1998))

  4.2            Bylaws of Landair Corporation (incorporated by reference to
                 Exhibit 3.1 of the Registrant's Quarterly Report on Form 10-Q for
                 the quarterly period ended September 30, 1998 (filed with the Commission
                 on November 16, 1998))

  4.3            Landair Corporation Amended and Restated Stock Option and Incentive
                 Plan (incorporated by reference to Exhibit 10.1 of the Registrant's
                 Quarterly Report on Form 10-Q for the quarterly period ended March 31,
                 1999 (filed with the Commission on May 17, 1999))

  5              Opinion of Richard H. Roberts, Senior Vice President, General
                 Counsel and Secretary

  23.1           Consent of Richard H. Roberts, Senior Vice President, General
                 Counsel and Secretary (included in Exhibit 5)

  23.2           Consent of Ernst & Young LLP

  24             Power of Attorney (included on page II-4)
</TABLE>




                                      II-5
[{"type": "S-8", "sequence": "1", "description": "LANDAIR CORPORATION", "secsgml_size_bytes": 19575}]
{"company-data": {"conformed-name": "LANDAIR CORP", "cik": "0001065932", "assigned-sic": "4210", "irs-number": "621743549", "state-of-incorporation": "TN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-94247", "film-number": "503541"}, "business-address": {"street1": "430 AIRPORT ROAD", "city": "GREENEVILLE", "state": "TN", "zip": "37745", "phone": "4236367000"}, "mail-address": {"street1": "430 AIRPORT RD", "city": "GREENEVILLE", "state": "TN", "zip": "37745"}}
1
              As Filed With the Securities and Exchange Commission
                               on January 7, 2000

                          Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               LANDAIR CORPORATION
             (Exact name of Registrant as Specified in its Charter)

                TENNESSEE                                     62-1743549
     (State or Other Jurisdiction of                       (I.R.S. Employer
      Incorporation or Organization)                      Identification No.)

             430 AIRPORT ROAD                                   37745
          GREENEVILLE, TENNESSEE                              (Zip Code)
 (Address of Principal Executive Offices)

    LANDAIR CORPORATION AMENDED AND RESTATED STOCK OPTION AND INCENTIVE PLAN
                            (Full Title of the Plan)

                               RICHARD H. ROBERTS
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                430 AIRPORT ROAD
                          GREENEVILLE, TENNESSEE 37745
                     (Name and Address of Agent for Service)

                                 (423) 636-7000
          (Telephone Number, including Area Code, of Agent for Service)

                                    Copy to:

                                  LEIGH WALTON
                             BASS, BERRY & SIMS PLC
                           2700 FIRST AMERICAN CENTER
                           NASHVILLE, TENNESSEE 37238

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------

                                                      Proposed maximum      Proposed maximum
    Title of securities            Amount to           offering price      aggregate offering       Amount of
     to be registered            be registered          per share (1)           price (1)        registration fee
--------------------------------------------------------------------------------------------------------------------
Common Stock,
 par value $.01 per share           500,000                $ 5.102             $ 2,551,000           $ 673.46
--------------------------------------------------------------------------------------------------------------------
(1)  The offering price is estimated solely for the purpose of determining the
     amount of the registration fee in accordance with Rule 457(h) under the
     Securities Act of 1933, as amended, and is based on the average of the high
     and low prices per share of the Common Stock as reported on The Nasdaq
     National Market on January 5, 2000.
2

                                     PART II

                    INFORMATION REQUIRED IN THE REGISTRATION
                                    STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents previously filed by Landair Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated herein by reference:

         (a)  The Registrant's Annual Report on Form 10-K for the year ended
              December 31, 1998;

         (b)  The Registrant's Quarterly Reports on Form 10-Q for the quarterly
              periods ended March 31, 1999, June 30, 1999 and September 30,
              1999;

         (c)  The Registrant's Current Report on Form 8-K dated January 22,
              1999; and

         (d)  The description of the Registrant's Common Stock, $.01 par value
              per share (the "Common Stock"), contained in the Registrant's
              Registration Statement on Form 10 dated July 13, 1998 filed
              pursuant to Section 12(g) of the Exchange Act, as amended,
              including all amendments and reports filed for the purpose of
              updating such description prior to the termination of the
              offering of the Common Stock offered hereby.

         All documents and reports subsequently filed by the Registrant pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof
and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all shares covered hereby have been sold or which
deregisters all such shares then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statements contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or replaced for purposes hereof to the extent that a
statement contained herein (or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein) modifies
or replaces such statement. Any statement so modified or replaced shall not be
deemed, except as so modified or replaced, to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares of the Common Stock being offered hereby was
passed on for the Registrant by Richard H. Roberts, Senior Vice President,
General Counsel, Secretary and director of the Registrant. Mr. Roberts owned
316,317 shares of Common Stock as of December 31, 1999, held options to acquire
17,500 shares of Common Stock, of which 7,500 options are currently exercisable
or will become exercisable in 60 days from such date.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (a) such person acted in good faith;
(b) in the case of conduct in an official capacity with the corporation, he
reasonably believed such conduct was in the corporation's best interests; (c) in
all other cases, he reasonably believed that his conduct was at least not
opposed to the best interests of the corporation; and (d) in connection with any
criminal proceeding, such person had no reasonable

                                      II-1
3

cause to believe his conduct was unlawful. In actions brought by or in the right
of the corporation, however, the TBCA provides that no indemnification may be
made if the director or officer was adjudged to be liable to the corporation.
The TBCA also provides that in connection with any proceeding charging improper
personal benefit to an officer or director, no indemnification may be made if
such officer or director is adjudged liable on the basis that such personal
benefit was improperly received. In cases where the director or officer is
wholly successful, on the merits or otherwise, in the defense of any proceeding
instigated because of his or her status as a director or officer of a
corporation, the TBCA mandates that the corporation indemnify the director or
officer against reasonable expenses incurred in the proceeding. The TBCA
provides that a court of competent jurisdiction, unless the corporation's
charter provides otherwise, upon application, may order that an officer or
director be indemnified for reasonable expenses if, in consideration of all
relevant circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, notwithstanding the fact that (a) such
officer or director was adjudged liable to the corporation in a proceeding by or
in the right of the corporation; (b) such officer or director was adjudged
liable on the basis that personal benefit was improperly received by him; or (c)
such officer or director breached his duty of care to the corporation.

         The Registrant's Charter and Bylaws provide that the Registrant shall
indemnify its directors and officers to the fullest extent permitted by
applicable law. The Registrant's Bylaws provide further that the Registrant
shall advance expenses to each director and officer of the Registrant to the
full extent allowed by the laws of the state of Tennessee, both as now in effect
and as hereafter adopted. Under the Registrant's Charter and Bylaws, such
indemnification and advancement of expenses provisions are not exclusive of any
other right that a director or officer may have or acquire both as to action in
his or her official capacity and as to action in another capacity.

         The Registrant believes that its Charter and Bylaw provisions are
necessary to attract and retain qualified persons as directors and officers.

         The Registrant has in effect a directors' and officers' liability
insurance policy which provides coverage for its directors and officers. Under
this policy, the insurer agrees to pay, subject to certain exclusions, for any
claim made against a director or officer of the Registrant for a wrongful act by
such director or officer, but only if and to the extent such director or officer
becomes legally obligated to pay such claim.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable

ITEM 8.  EXHIBITS

See Exhibit Index (Page II-5)

ITEM 9.  UNDERTAKINGS

A.       The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
             a post-effective amendment to this Registration Statement:

             (i)    To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933, as amended (the "Securities
                    Act");

             (ii)   To reflect in the prospectus any facts or events arising
                    after the effective date of the Registration Statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the Registration
                    Statement. Notwithstanding the foregoing, any increase or
                    decrease in the volume of securities offered (if the total
                    dollar value of securities would not exceed that which was
                    registered) and any deviation from the low or high and of
                    the estimated

                                      II-2
4

                    maximum offering range may be reflected in the form of
                    prospectus filed with the Commission pursuant to Rule 424(b)
                    if, in the aggregate, the changes in volume and price
                    represent no more than 20 percent change in the maximum
                    aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the effective registration
                    statement; and

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

             provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not
             apply if the information required to be included in a
             post-effective amendment by those paragraphs is contained in
             periodic reports filed by the Registrant pursuant to Section
             13 or Section 15(d) of the Exchange Act, that are incorporated
             by reference in the Registration Statement.

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

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

B.       The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         Registrant's annual report pursuant to Section 13(a) or Section 15(d)
         of the Exchange Act that is incorporated by reference in the
         Registration Statement shall be deemed to be a new registration
         statement relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the initial bona
         fide offering thereof.

C.       Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors, officers, and controlling persons
         of the Registrant pursuant to the foregoing provisions, or otherwise,
         the Registrant has been advised that in the opinion of the Commission
         such indemnification is against public policy as expressed in the
         Securities Act and is, therefore, unenforceable. In the event that a
         claim for indemnification against such liabilities (other than the
         payment by the Registrant of expenses incurred or paid by a director,
         officer, or controlling person of the Registrant in the successful
         defense of any action, suit, or proceeding) is asserted by such
         director, officer, or controlling person in connection with the
         securities being registered, the Registrant will, unless in the
         opinion of its counsel the matter has been settled by controlling
         precedent, submit to a court of appropriate jurisdiction the question
         of whether such indemnification by it is against public policy as
         expressed in the Securities Act and will be governed by the final
         adjudication of such issue.

                                      II-3
5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Greeneville, State of Tennessee, on the 7th day
of January, 2000.

                        LANDAIR CORPORATION

                        By: /s/ Richard H. Roberts
                            ----------------------------------------------------
                            Richard H. Roberts
                            Senior Vice President, General Counsel and Secretary

         KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints Scott M. Niswonger and Richard H. Roberts
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of the dates indicated.
Signature                              Title                                         Date
         ---------                              -----                                         ----
/s/ Scott M. Niswonger                 Chairman and Chief Executive Officer              January 7, 2000
--------------------------------       (Principal Executive Officer)
Scott M. Niswonger

/s/ Edward W. Cook                     Chief Financial Officer, Senior Vice              January 7, 2000
--------------------------------       President and Treasurer (Principal
Edward W. Cook                         Financial and Accounting Officer)

/s/ C. Tim Roach                       President, Chief Operating Officer and            January 7, 2000
--------------------------------       Director
C. Tim Roach

/s/ Richard H. Roberts                 Senior Vice President, General                    January 7, 2000
--------------------------------       Counsel, Secretary and Director
Richard H. Roberts

/s/ Jerry T. Armstrong                 Director                                          January 7, 2000
--------------------------------
Jerry T. Armstrong

/s/ Duane H. Cassidy                   Director                                          January 7, 2000
--------------------------------
Gen. Duane H. Cassidy

/s/ C. John Langley, Jr.               Director                                          January 7, 2000
--------------------------------
Dr. C. John Langley, Jr.
II-4
6

                                  EXHIBIT INDEX
Exhibit
   No.           Exhibit Description
 -------         -------------------
4.1            Charter of Landair Corporation (incorporated by reference to
                 Exhibit 3.1 of the Registrant's Registration Statement on Form 10,
                 as amended (filed with the Commission on July 13, 1998))

  4.2            Bylaws of Landair Corporation (incorporated by reference to
                 Exhibit 3.1 of the Registrant's Quarterly Report on Form 10-Q for
                 the quarterly period ended September 30, 1998 (filed with the Commission
                 on November 16, 1998))

  4.3            Landair Corporation Amended and Restated Stock Option and Incentive
                 Plan (incorporated by reference to Exhibit 10.1 of the Registrant's
                 Quarterly Report on Form 10-Q for the quarterly period ended March 31,
                 1999 (filed with the Commission on May 17, 1999))

  5              Opinion of Richard H. Roberts, Senior Vice President, General
                 Counsel and Secretary

  23.1           Consent of Richard H. Roberts, Senior Vice President, General
                 Counsel and Secretary (included in Exhibit 5)

  23.2           Consent of Ernst & Young LLP

  24             Power of Attorney (included on page II-4)
II-5