UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                                 March 16, 2004



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



          Arizona                     000-24946                   86-0649974
(State or other jurisdiction   (Commission File Number)        (I.R.S. Employer
     of incorporation)                                       Identification No.)




          5601 W. Buckeye Road, Phoenix, Arizona           85043
         (Address of principal executive offices)        (Zip Code)


               Registrant's telephone number, including area code:
                                 (602) 269-2000


                                 Not applicable
          (Former name or former address, if changed since last report)





<PAGE>



Item 1.           Changes in Control of Registrant.

                  Not applicable.

Item 2.           Acquisition or Disposition of Assets.

                  Not applicable.

Item 3.           Bankruptcy or Receivership.

                  Not applicable.

Item 4.           Changes in Registrant's Certifying Accountant.

     On March 16, 2004, Knight Transportation, Inc., an Arizona corporation (the
"Company"),   was  notified  by  KPMG  LLP  ("KPMG"),  the  Company's  principal
independent  public  accountant  for the fiscal year ended December 31, 2003, of
its resignation as the Company's principal  independent public accountants.  The
resignation  related  to an  inability  of KPMG and the Audit  Committee  of the
Company's Board of Directors to reach an agreement on audit and related fees for
fiscal 2004.

     The  report  issued  by KPMG in  connection  with the  Company's  financial
statements for each of its two most recent fiscal years ended December 31, 2003,
and  December 31, 2002,  respectively,  did not contain an adverse  opinion or a
disclaimer  of opinion,  nor was either such report  qualified or modified as to
uncertainty, audit scope, or accounting principles, except the fiscal 2003 audit
report of KPMG contained the following explanatory paragraph:

          The consolidated financial statements of Knight  Transportation,  Inc.
     and  subsidiaries  as of December 31, 2001 and for the year then ended were
     audited by other auditors who have ceased operations.  As described in Note
     1, these consolidated financial statements have been revised to include the
     transitional  disclosures  required by Statement  of  Financial  Accounting
     Standards No. 142, Goodwill and Other Intangible Assets,  which was adopted
     by the Company as of January 1, 2002. In our opinion,  the  disclosures for
     2001 in Note 1 are  appropriate.  However,  we were not  engaged  to audit,
     review,  or  apply  any  procedures  to  the  2001  consolidated  financial
     statements of Knight Transportation,  Inc. and subsidiaries other than with
     respect to such disclosures and, accordingly,  we do not express an opinion
     or  any  other  form  of  assurance  on  the  2001  consolidated  financial
     statements taken as a whole.

     During the Company's two most recent fiscal years ended  December 31, 2003,
and  December 31, 2002,  and the  subsequent  interim  period  preceding  KPMG's
resignation on March 16, 2004, there was no disagreement with KPMG on any matter
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing  scope  or  procedure,  which  disagreement,  if  not  resolved  to the
satisfaction of KPMG,  would have caused KPMG to make a reference to the subject
<PAGE>
matter of such  disagreement in connection with its reports,  and there occurred
no  "reportable  events" within the meaning of Item  304(a)(1)(v)  of Regulation
S-K.

     We have  provided KPMG with a copy of the  foregoing  statements.  A letter
from KPMG is attached as Exhibit 16.1 to this Current Report on Form 8-K.

     The Audit Committee of the Company's Board of Directors has been advised of
KPMG's resignation.  Although the Audit Committee has not, as of March 23, 2004,
approved the engagement of a new principal  independent  public  accounting firm
for the  Company,  it is actively  engaged in  discussions  with two firms.  The
Company  expects that the Audit  Committee will conclude its search,  and that a
new principal independent  accounting firm will be engaged, prior to the release
of the Company's financial results for the fiscal quarter ended March 31, 2004.

Item 5.           Other Events and Regulation FD Disclosure.

                  Not applicable.

Item 6.           Resignations of Registrant's Directors.

                  Not applicable.

Item 7.           Financial Statements and Exhibits.

                  (c) Exhibits.

                  EXHIBIT
                  NUMBER            EXHIBIT TITLE
-------------------------------------------------------------------------------
                   16.1        Letter of KPMG LLP to the Securities and Exchange
                               Commission dated March 23, 2004

Item 8.           Change in Fiscal Year.

                  Not applicable.

Item 9.           Regulation FD Disclosure.

                  Not applicable.

Item 10.          Amendments to the Registrant's Code of Ethics, or Waiver of a
                  Provision of the Code of Ethics.

                  Not applicable.

Item 11.          Temporary Suspension of Trading Under Registrant's Employee
                  Benefit Plans.

                  Not applicable.
<PAGE>
Item 12.          Results of Operations and Financial Condition.

                  Not applicable.



<PAGE>



                                    SIGNATURE

     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 hereunto duly authorized.


                                            KNIGHT TRANSPORTATION, INC.


Date: March 23, 2004                        /s/ David A. Jackson
                                    --------------------------------------
                                            David A. Jackson
                                            Chief Financial Officer


<PAGE>


                                  EXHIBIT INDEX

16.1         Letter of KPMG LLP to the Securities and Exchange Commission dated
             March 23, 2004
[{"type": "8-K", "sequence": "1", "filename": "knight8kmarch2004alt.txt", "description": "KNIGHT FORM 8-K MARCH 2004", "secsgml_size_bytes": 6785}]
{"company-data": {"conformed-name": "KNIGHT TRANSPORTATION INC", "cik": "0000929452", "assigned-sic": "4213", "irs-number": "860649974", "state-of-incorporation": "AZ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-24946", "film-number": "04685532"}, "business-address": {"street1": "5601 W BUCKEYE RD", "city": "PHOENIX", "state": "AZ", "zip": "85043", "phone": "6022692000"}, "mail-address": {"street1": "5601 W BUCKEYE RD", "city": "PHOENIX", "state": "AZ", "zip": "85043"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                                 March 16, 2004

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

          Arizona                     000-24946                   86-0649974
(State or other jurisdiction   (Commission File Number)        (I.R.S. Employer
     of incorporation)                                       Identification No.)

          5601 W. Buckeye Road, Phoenix, Arizona           85043
         (Address of principal executive offices)        (Zip Code)

               Registrant's telephone number, including area code:
                                 (602) 269-2000

                                 Not applicable
          (Former name or former address, if changed since last report)
Item 1.           Changes in Control of Registrant.

                  Not applicable.

Item 2.           Acquisition or Disposition of Assets.

                  Not applicable.

Item 3.           Bankruptcy or Receivership.

                  Not applicable.

Item 4.           Changes in Registrant's Certifying Accountant.

     On March 16, 2004, Knight Transportation, Inc., an Arizona corporation (the
"Company"),   was  notified  by  KPMG  LLP  ("KPMG"),  the  Company's  principal
independent  public  accountant  for the fiscal year ended December 31, 2003, of
its resignation as the Company's principal  independent public accountants.  The
resignation  related  to an  inability  of KPMG and the Audit  Committee  of the
Company's Board of Directors to reach an agreement on audit and related fees for
fiscal 2004.

     The  report  issued  by KPMG in  connection  with the  Company's  financial
statements for each of its two most recent fiscal years ended December 31, 2003,
and  December 31, 2002,  respectively,  did not contain an adverse  opinion or a
disclaimer  of opinion,  nor was either such report  qualified or modified as to
uncertainty, audit scope, or accounting principles, except the fiscal 2003 audit
report of KPMG contained the following explanatory paragraph:

          The consolidated financial statements of Knight  Transportation,  Inc.
     and  subsidiaries  as of December 31, 2001 and for the year then ended were
     audited by other auditors who have ceased operations.  As described in Note
     1, these consolidated financial statements have been revised to include the
     transitional  disclosures  required by Statement  of  Financial  Accounting
     Standards No. 142, Goodwill and Other Intangible Assets,  which was adopted
     by the Company as of January 1, 2002. In our opinion,  the  disclosures for
     2001 in Note 1 are  appropriate.  However,  we were not  engaged  to audit,
     review,  or  apply  any  procedures  to  the  2001  consolidated  financial
     statements of Knight Transportation,  Inc. and subsidiaries other than with
     respect to such disclosures and, accordingly,  we do not express an opinion
     or  any  other  form  of  assurance  on  the  2001  consolidated  financial
     statements taken as a whole.

     During the Company's two most recent fiscal years ended  December 31, 2003,
and  December 31, 2002,  and the  subsequent  interim  period  preceding  KPMG's
resignation on March 16, 2004, there was no disagreement with KPMG on any matter
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing  scope  or  procedure,  which  disagreement,  if  not  resolved  to the
satisfaction of KPMG,  would have caused KPMG to make a reference to the subject
matter of such  disagreement in connection with its reports,  and there occurred
no  "reportable  events" within the meaning of Item  304(a)(1)(v)  of Regulation
S-K.

     We have  provided KPMG with a copy of the  foregoing  statements.  A letter
from KPMG is attached as Exhibit 16.1 to this Current Report on Form 8-K.

     The Audit Committee of the Company's Board of Directors has been advised of
KPMG's resignation.  Although the Audit Committee has not, as of March 23, 2004,
approved the engagement of a new principal  independent  public  accounting firm
for the  Company,  it is actively  engaged in  discussions  with two firms.  The
Company  expects that the Audit  Committee will conclude its search,  and that a
new principal independent  accounting firm will be engaged, prior to the release
of the Company's financial results for the fiscal quarter ended March 31, 2004.

Item 5.           Other Events and Regulation FD Disclosure.

                  Not applicable.

Item 6.           Resignations of Registrant's Directors.

                  Not applicable.

Item 7.           Financial Statements and Exhibits.

                  (c) Exhibits.

                  EXHIBIT
                  NUMBER            EXHIBIT TITLE
-------------------------------------------------------------------------------
                   16.1        Letter of KPMG LLP to the Securities and Exchange
                               Commission dated March 23, 2004

Item 8.           Change in Fiscal Year.

                  Not applicable.

Item 9.           Regulation FD Disclosure.

                  Not applicable.

Item 10.          Amendments to the Registrant's Code of Ethics, or Waiver of a
                  Provision of the Code of Ethics.

                  Not applicable.

Item 11.          Temporary Suspension of Trading Under Registrant's Employee
                  Benefit Plans.

                  Not applicable.
Item 12.          Results of Operations and Financial Condition.

                  Not applicable.
SIGNATURE

     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 hereunto duly authorized.

                                            KNIGHT TRANSPORTATION, INC.

Date: March 23, 2004                        /s/ David A. Jackson
                                    --------------------------------------
                                            David A. Jackson
                                            Chief Financial Officer
EXHIBIT INDEX

16.1         Letter of KPMG LLP to the Securities and Exchange Commission dated
             March 23, 2004