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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                           Big Sky Transportation Co.
             (Exact Name of Registrant as Specified in its Charter)

      Montana                                       81-0387503
(State or Other Juris-                            (I.R.S. Employer
 diction of Incorporation                         Identification Number)
 or Organization)

                               1601 Aviation Place
                             Billings, Montana 59105
              (Address of Principal Executive Office and Zip Code)




              Big Sky Transportation Co. Special Stock Option Plan
                            (Full Title of the Plan)


                                Terry D. Marshall
                           Big Sky Transportation Co.
                               1601 Aviation Place
                             Billings, Montana 59105
                                 (406) 245-9449
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)



<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                                                     Proposed
                                                       Proposed Maximum               Maximum
  Title of Securities          Amount to be             Offering Price               Aggregate                Amount of
   to be Registered            Registered(1)             Per Share(2)            Offering Price(2)         Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                            <C>                        <C>                      <C>

  1996 Series Common
  Stock issuable upon
  exercise of options
   granted under the
     Special Plan              10,000 shares                 $1.1875                    $11,875                  $3.60

        TOTAL:                                                                                                   $3.60
================================================================================================================================
</TABLE>

(1)      In  addition,  pursuant to Rule 416 under the  Securities  Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described  herein  and  any  additional  securities  which  may  become
         issuable pursuant to anti-dilution provisions of the plan.

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the  registration  fee and based  upon the  average of the high and low
         prices of the  Registrant's  1996 Series  Common  Stock on February 28,
         1997.





<PAGE>




                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The Registrant  hereby  incorporates  by reference  into this  Registration
Statement the documents listed in (a) through (c) below:

                    (a)  The Registrant's latest annual report filed pursuant to
                         Section 13(a) or 15(d) of the  Securities  Exchange Act
                         of 1934,  or either  (I) the  latest  prospectus  filed
                         pursuant to Rule  424(b)  under the  Securities  Act of
                         1933 that contains audited financial statements for the
                         Registrant's   latest   fiscal   year  for  which  such
                         statements  have  been  filed or (II) the  Registrant's
                         effective  registration  statement  on Form 10 or 10-SB
                         filed  under  the  Securities   Exchange  Act  of  1934
                         containing   audited   financial   statements  for  the
                         Registrant's latest fiscal year;

                    (b)  All other  reports  filed  pursuant to Section 13(a) or
                         15(d) of the Securities  Exchange Act of 1934 since the
                         end of  the  fiscal  year  covered  by  the  Registrant
                         document referred to in (a) above;

                    (c)  If the class of  securities to be offered is registered
                         under  Section  12 of the  Securities  Exchange  Act of
                         1934,  the  description  of such  class  of  securities
                         contained in a registration  statement filed under such
                         Act,  including  any  amendment or report filed for the
                         purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which  deregisters all such securities 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.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Montana Business Corporation Act provides that a director or officer of
a corporation  (i) shall,  unless limited by the Articles of  Incorporation,  be
indemnified by the

                                      - 1 -

<PAGE>



corporation  for expenses in defense of any action or proceeding if the director
or officer is sued by reason of his  service to the  corporation,  to the extent
that such person has been successful in defense of such action or proceeding and
(ii) may be  indemnified  by the  corporation  for expenses,  judgments,  fines,
penalties  and amounts paid in  settlement  of a  proceeding,  even if he is not
successful  on the  merits,  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 in a criminal  proceeding,  if he did not have reasonable cause
to believe  his conduct  was  unlawful),  provided  that no  indemnification  is
permitted  without court approval if the director or officer was adjudged liable
to the corporation.  The Registrant's Articles of Incorporation do not limit the
Registrant's obligation to indemnify its directors and officers.

     The  Registrant's  Articles of  Incorporation  limit the  liability  of its
directors as permitted by the Montana Business  Corporation  Act.  Specifically,
directors of the Registrant will not be personally  liable for monetary  damages
for any action taken or any failure to take any action as a director, except for
(i) the amount of financial  benefit  received by a director to which a director
is not entitled,  (ii) an intentional  infliction of harm on the  corporation or
its  shareholders,  (iii) an unlawful  distribution  to  shareholders or (iv) an
intentional violation of criminal law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         5        Opinion and Consent of Wright, Tolliver and Guthals, P.C. 
                  relating to the legality of securities under the Special
                  Stock Option Plan.

         23.1     Consent of Wright, Tolliver and Guthals, P.C. -- included in
                  their opinion filed as Exhibit 5.

         23.2     Consent of KPMG Peat Marwick LLP.

         24       Power of Attorney from certain directors.

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;

                                    (ii) To reflect in the  prospectus any facts
                                    or events  arising after the effective  date
                                    of the  Registration  Statement (or the most
                                    recent

                                      - 2 -

<PAGE>



                                    post-effective amendment thereof) which,
                                    individually or in the aggregate,
                                    represents a fundamental change in the
                                    information set forth in the Registration
                                    Statement;

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

                                    Provided, however, that 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 Securities Exchange Act
                                    of 1934 that are  incorporated  by reference
                                    in the Registration Statement.

                           (2)  That,  for  the  purposes  of  determining   any
                           liability under the Securities Act of 1933, 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
                  of  1933,  each  filing  of  the  Registrant's  annual  report
                  pursuant to Section 13(a) or Section  15(d) of the  Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee  benefit  plan's  annual  report  pursuant to Section
                  15(d)  of  the  Securities  Exchange  Act  of  1934)  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 of 1933 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  Securities  and
                  Exchange  Commission  such  indemnification  is against public
                  policy   as   expressed   in  the  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

                                      - 3 -

<PAGE>



                  controlling  precedent,  submit  to  a  court  of  appropriate
                  jurisdiction the question whether such  indemnification  by it
                  is against  public  policy as expressed in the Act and will be
                  governed by final adjudication of such issue.





                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
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 Billings, Montana, on the 20th day of December,
1996.


                                   BIG SKY TRANSPORTATION CO.
                                   (the "Registrant")



                                    By /s/ Terry D. Marshall
                                       Terry D. Marshall
                                       President and Chief Executive Officer




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


                               (Power of Attorney)


     Each of the  undersigned  constitutes  and appoints Jon Marchi and Terry D.
Marshall his true and lawful attorney-in-fact and agent, each acting alone, with
full powers of substitution and  resubstitution,  for him and in his name, place
and  stead,  in any and  all  capacities,  to sign  the  Form  S-8  Registration
Statement of Big Sky  Transportation Co. relating to the Company's Special Stock
Option Plan and any or all amendments or  post-effective  amendments to the Form
S-8 Registration Statement, and to file the same, with all exhibits thereto, and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said attorneys-in-fact and agents, each acting alone,
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 the  undersigned  might or could do in person,  hereby
ratifying and

                                      - 4 -

<PAGE>



confirming all that said  attorneys-in-fact  and agents,  each acting alone,  or
their  substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.


 Signature                  Title                             Date


/s/ Terry D. Marshall       President, Chief Executive        December 20, 1996
Terry D. Marshall           Officer and Director (principal
                            executive officer)


/s/ Jon Marchi              Treasurer and Director            February 12, 1997
Jon Marchi                  (principal financial officer)


/s/ Karie Kane              Principal Accounting Officer      December 23, 1996
Karie Kane


/s/ Jack K. Daniels         Director                          February 12, 1997
Jack K. Daniels


/s/ Craig Denney            Director                          December 20, 1996
Craig Denney


/s/ Stephen D. Huntington   Director                          February 12, 1997
Stephen D. Huntington


/s/ Alan D. Nicholson       Director                          February 12, 1997
Alan D. Nicholson


                                      - 5 -

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549






                           BIG SKY TRANSPORTATION CO.



                         Form S-8 Registration Statement




                             E X H I B I T   I N D E X



Exhibit
Number                      Exhibit Description

 5                Opinion and Consent of counsel re securities under the Plan
23.1              Consent of counsel (See Exhibit 5)
23.2              Consent of independent accountants
24                Power of attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR SPECIAL STOCK OPTION PLAN", "secsgml_size_bytes": 17708}]
{"company-data": {"conformed-name": "BIG SKY TRANSPORTATION CO", "cik": "0000313522", "assigned-sic": "4512", "irs-number": "810387503", "state-of-incorporation": "MT", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22769", "film-number": "97550532"}, "business-address": {"street1": "1601 AVIATION PL", "street2": "BILLING LOGAN INTERNATIONAL AIRPORT", "city": "BILLINGS", "state": "MT", "zip": "59105", "phone": "4062459449"}, "mail-address": {"street1": "PO BOX 31397", "city": "BILLINGS", "state": "MT", "zip": "59107"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                           Big Sky Transportation Co.
             (Exact Name of Registrant as Specified in its Charter)

      Montana                                       81-0387503
(State or Other Juris-                            (I.R.S. Employer
 diction of Incorporation                         Identification Number)
 or Organization)

                               1601 Aviation Place
                             Billings, Montana 59105
              (Address of Principal Executive Office and Zip Code)

              Big Sky Transportation Co. Special Stock Option Plan
                            (Full Title of the Plan)

                                Terry D. Marshall
                           Big Sky Transportation Co.
                               1601 Aviation Place
                             Billings, Montana 59105
                                 (406) 245-9449
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                                                     Proposed
                                                       Proposed Maximum               Maximum
  Title of Securities          Amount to be             Offering Price               Aggregate                Amount of
   to be Registered            Registered(1)             Per Share(2)            Offering Price(2)         Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
1996 Series Common
  Stock issuable upon
  exercise of options
   granted under the
     Special Plan              10,000 shares                 $1.1875                    $11,875                  $3.60

        TOTAL:                                                                                                   $3.60
================================================================================================================================
(1)      In  addition,  pursuant to Rule 416 under the  Securities  Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described  herein  and  any  additional  securities  which  may  become
         issuable pursuant to anti-dilution provisions of the plan.

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the  registration  fee and based  upon the  average of the high and low
         prices of the  Registrant's  1996 Series  Common  Stock on February 28,
         1997.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The Registrant  hereby  incorporates  by reference  into this  Registration
Statement the documents listed in (a) through (c) below:

                    (a)  The Registrant's latest annual report filed pursuant to
                         Section 13(a) or 15(d) of the  Securities  Exchange Act
                         of 1934,  or either  (I) the  latest  prospectus  filed
                         pursuant to Rule  424(b)  under the  Securities  Act of
                         1933 that contains audited financial statements for the
                         Registrant's   latest   fiscal   year  for  which  such
                         statements  have  been  filed or (II) the  Registrant's
                         effective  registration  statement  on Form 10 or 10-SB
                         filed  under  the  Securities   Exchange  Act  of  1934
                         containing   audited   financial   statements  for  the
                         Registrant's latest fiscal year;

                    (b)  All other  reports  filed  pursuant to Section 13(a) or
                         15(d) of the Securities  Exchange Act of 1934 since the
                         end of  the  fiscal  year  covered  by  the  Registrant
                         document referred to in (a) above;

                    (c)  If the class of  securities to be offered is registered
                         under  Section  12 of the  Securities  Exchange  Act of
                         1934,  the  description  of such  class  of  securities
                         contained in a registration  statement filed under such
                         Act,  including  any  amendment or report filed for the
                         purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which  deregisters all such securities 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.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Montana Business Corporation Act provides that a director or officer of
a corporation  (i) shall,  unless limited by the Articles of  Incorporation,  be
indemnified by the

                                      - 1 -
corporation  for expenses in defense of any action or proceeding if the director
or officer is sued by reason of his  service to the  corporation,  to the extent
that such person has been successful in defense of such action or proceeding and
(ii) may be  indemnified  by the  corporation  for expenses,  judgments,  fines,
penalties  and amounts paid in  settlement  of a  proceeding,  even if he is not
successful  on the  merits,  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 in a criminal  proceeding,  if he did not have reasonable cause
to believe  his conduct  was  unlawful),  provided  that no  indemnification  is
permitted  without court approval if the director or officer was adjudged liable
to the corporation.  The Registrant's Articles of Incorporation do not limit the
Registrant's obligation to indemnify its directors and officers.

     The  Registrant's  Articles of  Incorporation  limit the  liability  of its
directors as permitted by the Montana Business  Corporation  Act.  Specifically,
directors of the Registrant will not be personally  liable for monetary  damages
for any action taken or any failure to take any action as a director, except for
(i) the amount of financial  benefit  received by a director to which a director
is not entitled,  (ii) an intentional  infliction of harm on the  corporation or
its  shareholders,  (iii) an unlawful  distribution  to  shareholders or (iv) an
intentional violation of criminal law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         5        Opinion and Consent of Wright, Tolliver and Guthals, P.C. 
                  relating to the legality of securities under the Special
                  Stock Option Plan.

         23.1     Consent of Wright, Tolliver and Guthals, P.C. -- included in
                  their opinion filed as Exhibit 5.

         23.2     Consent of KPMG Peat Marwick LLP.

         24       Power of Attorney from certain directors.

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;

                                    (ii) To reflect in the  prospectus any facts
                                    or events  arising after the effective  date
                                    of the  Registration  Statement (or the most
                                    recent

                                      - 2 -
post-effective amendment thereof) which,
                                    individually or in the aggregate,
                                    represents a fundamental change in the
                                    information set forth in the Registration
                                    Statement;

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

                                    Provided, however, that 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 Securities Exchange Act
                                    of 1934 that are  incorporated  by reference
                                    in the Registration Statement.

                           (2)  That,  for  the  purposes  of  determining   any
                           liability under the Securities Act of 1933, 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
                  of  1933,  each  filing  of  the  Registrant's  annual  report
                  pursuant to Section 13(a) or Section  15(d) of the  Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee  benefit  plan's  annual  report  pursuant to Section
                  15(d)  of  the  Securities  Exchange  Act  of  1934)  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 of 1933 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  Securities  and
                  Exchange  Commission  such  indemnification  is against public
                  policy   as   expressed   in  the  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

                                      - 3 -
controlling  precedent,  submit  to  a  court  of  appropriate
                  jurisdiction the question whether such  indemnification  by it
                  is against  public  policy as expressed in the Act and will be
                  governed by final adjudication of such issue.

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
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 Billings, Montana, on the 20th day of December,
1996.

                                   BIG SKY TRANSPORTATION CO.
                                   (the "Registrant")

                                    By /s/ Terry D. Marshall
                                       Terry D. Marshall
                                       President and Chief Executive Officer

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

                               (Power of Attorney)

     Each of the  undersigned  constitutes  and appoints Jon Marchi and Terry D.
Marshall his true and lawful attorney-in-fact and agent, each acting alone, with
full powers of substitution and  resubstitution,  for him and in his name, place
and  stead,  in any and  all  capacities,  to sign  the  Form  S-8  Registration
Statement of Big Sky  Transportation Co. relating to the Company's Special Stock
Option Plan and any or all amendments or  post-effective  amendments to the Form
S-8 Registration Statement, and to file the same, with all exhibits thereto, and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said attorneys-in-fact and agents, each acting alone,
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 the  undersigned  might or could do in person,  hereby
ratifying and

                                      - 4 -
confirming all that said  attorneys-in-fact  and agents,  each acting alone,  or
their  substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

 Signature                  Title                             Date

/s/ Terry D. Marshall       President, Chief Executive        December 20, 1996
Terry D. Marshall           Officer and Director (principal
                            executive officer)

/s/ Jon Marchi              Treasurer and Director            February 12, 1997
Jon Marchi                  (principal financial officer)

/s/ Karie Kane              Principal Accounting Officer      December 23, 1996
Karie Kane

/s/ Jack K. Daniels         Director                          February 12, 1997
Jack K. Daniels

/s/ Craig Denney            Director                          December 20, 1996
Craig Denney

/s/ Stephen D. Huntington   Director                          February 12, 1997
Stephen D. Huntington

/s/ Alan D. Nicholson       Director                          February 12, 1997
Alan D. Nicholson

                                      - 5 -
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           BIG SKY TRANSPORTATION CO.

                         Form S-8 Registration Statement

                             E X H I B I T   I N D E X

Exhibit
Number                      Exhibit Description

 5                Opinion and Consent of counsel re securities under the Plan
23.1              Consent of counsel (See Exhibit 5)
23.2              Consent of independent accountants
24                Power of attorney