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<SEC-DOCUMENT>0000798287-05-000008.txt : 20050307
<SEC-HEADER>0000798287-05-000008.hdr.sgml : 20050307
<ACCEPTANCE-DATETIME>20050307163732
ACCESSION NUMBER:		0000798287-05-000008
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050302
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050307
DATE AS OF CHANGE:		20050307

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PAM TRANSPORTATION SERVICES INC
		CENTRAL INDEX KEY:			0000798287
		STANDARD INDUSTRIAL CLASSIFICATION:	TRUCKING (NO LOCAL) [4213]
		IRS NUMBER:				710633135
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-15057
		FILM NUMBER:		05664401

	BUSINESS ADDRESS:	
		STREET 1:		297 WEST HENRI DE TONTI BLVD
		CITY:			TONTITOWN
		STATE:			AR
		ZIP:			72770
		BUSINESS PHONE:		4793619111

	MAIL ADDRESS:	
		STREET 1:		297 WEST HENRI DE TONTI BLVD
		CITY:			TONTITOWN
		STATE:			AR
		ZIP:			72770
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>
                                  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 2, 2005
                                                         ---------------

                     P.A.M. TRANSPORTATION SERVICES, INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)


          Delaware                      0-15057                 71-0633135
- ----------------------------         -------------         -------------------
(State or other jurisdiction          (Commission            (I.R.S. Employer
 of incorporation)                    File Number)          Identification no.)


               297 West Henri De Tonti, Tontitown, Arkansas 72770
               --------------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrants telephone number, including area code (479) 361-9111
                                                          --------------


                                       N/A
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act(17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))



<PAGE>

ITEM  1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
- ------------------------------------------------------
On  March  2,  2005,  the Company granted a stock option for 2,000 shares of the
Company's  common  stock  to  each  of  its non-employee directors, Frederick P.
Calderone,  Frank  L.  Conner,  Thomas  H.  Cooke,  Manuel J. Moroun, Matthew T.
Moroun,  Daniel  C.  Sullivan  and  Charles  F. Wilkins.  The stock options were
granted pursuant to the Company's 1995 Stock Option Plan, as amended.  Under the
Plan,  options have been automatically granted to non-employee directors on each
March  2 during the term of the Plan.  The option exercise price for each of the
options  granted this March 2 was determined pursuant to the Plan as the average
of  the  highest and lowest sales prices of shares of the Company's common stock
reported  on the Nasdaq National Market on the date of the grant, March 2, 2005,
which  was $18.27.  The options are immediately exercisable, non-qualified stock
options.  The  options  expire  on  March  2,  2010,  unless  earlier terminated
pursuant to the Plan.

A  copy of the Plan, as amended and restated through June 11, 1999, was filed as
exhibit  4.1 to the Company's Form S-8 registration statement filed with the SEC
on June 11, 1999 (Commission File No. 333-80505).  A copy of an Amendment to the
Plan, adopted by the Company's Board of Directors on August 28, 2002 is attached
as exhibit 10.1 to this report.


ITEM  5.02  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS,
            APPOINTMENT OF PRINCIPAL OFFICERS.
- --------------------------------------------------------------------------------
The  Company  filed a Current Report on Form 8-K dated January 7, 2005 reporting
that  Frank Conner, one of the member's of the Company's Board of Directors, had
notified  the  Company  that  he had decided not to stand for re-election to the
Company's  Board of Directors at the next annual meeting of the stockholders due
to  personal  and  other  professional  responsibilities.  On March 3, 2005, Mr.
Conner  was  asked by the independent directors of the Company to reconsider his
decision  and  be  a  candidate  for re-election to the Board of Directors.  Mr.
Conner  reconsidered  his  decision,  and  stated  that he would accommodate the
request and is willing to be nominated for re-election to the Board of Directors
at the annual meeting.


ITEM  9.01  FINANCIAL STATEMENTS AND EXHIBITS.
- ----------------------------------------------
(c) Exhibits

    Exhibit No.  Exhibit Description
    -----------  -------------------
       10.1      Amendment to 1995 Stock Option Plan adopted on August 28, 2002.



<PAGE>

                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to  be  signed on its
behalf by the undersigned hereunto duly authorized.


                                          P.A.M. TRANSPORTATION SERVICES, INC.



Dated: March 7, 2005                  By: /s/ Robert W. Weaver
                                          -------------------------------------
                                          Robert W. Weaver
                                          President and Chief Executive Officer


<PAGE>


                                 EXHIBIT INDEX

The following exhibits are filed with this report.

Exhibit
Number      Exhibit Description
- -------     -------------------------------------------------------------------

10.1        Amendment to 1995 Stock Option Plan adopted on August 28, 2002.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>doc2.txt
<TEXT>

Exhibit 10.1


                      P.A.M. TRANSPORTATION SERVICES, INC.
                       AMENDMENT TO 1995 STOCK OPTION PLAN
                      As adopted by the Board of Directors
                               On August 28, 2002



                              ARTICLE I - PURPOSE


The  Board  of Directors of P.A.M. Transportation Services, Inc. (the "Company")
is  amending  the  Company's  1995 Stock Option Plan (as previously amended, the
"Plan")  to  update  it,  and  to improve certain of its provisions so that they
better serve the interests of the Company and its shareholders.


                            ARTICLE II - AMENDMENTS


2.1     Amendment to Section 2(b) of the Plan.
- ----------------------------------------------
Section 2(b) of the Plan is amended by deleting the present text of Section 2(b)
and  inserting  the  following  new  text  in  its  place:

(b)  "Board of Directors" shall mean the Board of Directors of the Company.


2.2     Amendment to Section 2(g) of the Plan.
- ----------------------------------------------
Section 2(g) of the Plan is amended by deleting the present text of Section 2(g)
and inserting the following new text in its place:

(g)  "Market  Price"  on a particular date shall mean the average of the highest
and  lowest  sales  prices  of shares of the Common Stock reported on The Nasdaq
Stock  Market  (or any successor exchange or system that is the primary exchange
or system for trading of the Common Stock) on such date, or if there was no sale
of  any  shares of Common Stock reported on The Nasdaq Stock Market (or any such
successor)  on  such  date,  then on the last preceding date on which The Nasdaq
Stock Market (or any such successor) was open for trading and on which shares of
the  Common  Stock  were  traded.  If for any reason it is not practical for the
Market  Price  to  be determined as provided for above in this paragraph, Market
Price  shall  mean  the  fair  market  value  of  the  Company's Common Stock as
determined  by  the  Board  of Directors or the Committee, acting in good faith,
under  any  method consistent with the Code, or Treasury Regulations thereunder,
as  the  Board  of Directors or the Committee shall in its discretion select and
apply  at  the  time  of  the  grant  of  the  option  concerned. Subject to the
foregoing,  the Board of Directors or the Committee, in fixing the market price,
shall  have  full  authority  and discretion and be fully protected by doing so.


2.3     Amendment to Section 5 of the Plan.
- -------------------------------------------
Section  5  of  the Plan is amended by deleting the first paragraph of Section 5
and inserting the following new paragraph in its place:

The  Plan shall be administered by the Board of Directors of the Company, or the
Committee.  The  Committee  shall  be comprised of not less than two (2) members
appointed  by the Board of Directors of the Company from among its members, each
of  whom  qualifies as a "Non-Employee Director" as that term is defined in Rule
16b-3  issued  under  the  Securities  Exchange  Act  of  1934,  as amended (the
"Exchange Act").


                  ARTICLE III - EFFECTIVENESS OF THIS AMENDMENT


This  Amendment was adopted by the Board of Directors on August 28, 2002. Except
as specifically amended by this Amendment, the Plan, as previously adopted shall
remain in full force and effect.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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